Power Ponies Return
by TheGoldenYoshichu
Summary: The Mane-iac has returned and she is 100% real. Now she has decided to rule the real world instead of the comic book world and she starts by kidnapping Spike as well as quite a few others. The Power Ponies are off to stop her and save their friends as well as all of Equestria, but the Mane-iac has some surprises in store for them. Sequel to Pandemonium in Ponyville.
1. Chapter 1: Magic Mishap

**Chapter 1: Magic Mishap**

Twilight Sparkle was inside of her castle researching a spell that she had just found out about. According to the book that she was reading, this spell could turn any drawing of an object into the real thing. This was a spell that had been attempted by many ponies but only StarSwirl the Bearded ever accomplished it and he only used the spell once. The reason for its usage was because he was simply craving a sandwich. It has been said that only a unicorn or alicorn of great magical talents would ever be able to correctly cast this spell. Twilight Sparkle was eager to try it out. She had no intentions of ever using it but she was certain that it couldn't hurt to just try it out.

If only she knew just how wrong she was.

Twilight Sparkle closed the book that she was reading. She had read and reread the passage about the spell multiple times. She wanted to be absolutely sure that she knew exactly what she was doing. This kind of spell was difficult to perform even with a clear idea of the process by which to cast it. The purple alicorn grabbed a picture of an apple and decided that it would make the best subject to test this spell on. Hopefully everything would go perfectly well. She had the picture of the fruit taped to the wall and she was getting herself prepared. Her horn glowed its usual purple color and she was just about to fire the spell when she got interrupted.

"Hey Twilight." a voice said. "I got my new comic!"

Spike, the purple dragon who assisted Twilight Sparkle, had just entered the castle from a shopping trip. He had purchased a comic book that featured his favorite heroes The Power Ponies. Twilight Sparkle sighed as she lowered her horn and gave Spike a disapproving glance. She had hoped that he would have learned his lesson from that one incident. The purple alicorn remembered only too well how she and her friends had been sucked into the comic book world to fight the villain known as the Mane-iac.

"Spike." Twilight Sparkle said in an annoyed tone. "I told you not to interrupt me."

"Oh right." the dragon muttered sheepishly. "Sorry."

"It's all right Spike." Twilight Sparkle said with a sigh. "I hope you enjoy your comic."

"Thanks Twi." the young drake replied. "This is supposed to be the best issue yet. Apparently the Mane-iac can mind control ponies now. Is that cool or what?" Spike was really enthusiastic about this comic. Twilight Sparkle couldn't help but smile a bit. She had a love for books and seeing somepony, or in this case dragon, be so engrossed in a book made her pleased. However she still didn't forget about what had happened last time.

"As long as it only happens in the comic." Twilight Sparkle said seriously. Spike knew exactly what the purple alicorn was talking about and a small blush appeared on his face. He walked off into another room of the castle and shut the door. Twilight Sparkle went back to her spell. This time she would get it right. Unfortunately for her Spike chose that moment to run out of the room he had just entered. Owlicious had grabbed hold of the dragon's comic and Spike was trying desperately to get it back. The owl flew out of Spike's reach as the dragon jumped to grab the comic. Finally Spike managed to knock the book out of the owl's grasp but unfortunately it was hit by Twilight Sparkle's spell. All of a sudden an evil laugh filled the room. The laugh sent shivers down the spines of both Spike and Twilight Sparkle. It was an unnerving sort of laugh. The kind of laugh that bode only misfortune and misery.

In a swirl of smoke a figure appeared inside the castle A pony had leapt out of the pages of the comic book and she was laughing maniacally. Spike then quickly started panicking. He recognized that laugh. That was the laugh of the evil Mane-iac. Twilight Sparkle's spell must have hit her when Owlicious dropped the comic. Now the evil comic book villain was in the real world of Equestria. The Mane-iac glanced at the room until she saw Spike. A mischievous grin grew on her face as she quickly snatched him up along with his comic book.

"Hey put him down!" Twilight Sparkle yelled. She charged up her horn to attack the Mane-iac but she was too slow. The comic book villain had already teleported away from the castle and she had taken Spike with her. There was no way to find out where she had gone. Twilight Sparkle looked down to the floor and spoke.

"This is not good." Twilight Sparkle whispered to herself.

The purple alicorn ran out of her castle and quickly found her pony friends. She had explained the story to them and they couldn't believe their ears. Spike had been kidnapped and there was no way to know where he had been taken to. The other ponies wanted to help Twilight Sparkle find the dragon but they didn't know what to do. They ultimately decided that the best thing to do was to wait for the Mane-iac to return and then hopefully they could take her down and find their friend.

Little did they know that this was only the beginning of the adventure.


	2. Chapter 2: Disappearances

**Chapter 2: Disappearances**

Twilight Sparkle was extremely nervous. The comic book villain known as the Mane-iac had been brought to life by a spell that the alicorn had used. To make matters even worse she kidnapped Spike and had taken him to an unknown location. Where the Mane-iac was and what she was planning, Twilight Sparkle didn't know. All that the purple alicorn knew was that this wasn't a good situation to be in. She couldn't help Spike because she didn't know where to look for him. Even if she did find him what would she do? She didn't have her super powers from the comic book world, but it was very likely that the Mane-iac had hers. Twilight Sparkle didn't think that she'd be able to beat the Mane-iac in a fight even with the support of her five friends who had been part of the Power Ponies adventure that they had gone through a few months back. There was nothing that she could do for her friend and assistant.

Meanwhile near SugarCube Corner, the pink earth pony Pinkie Pie was hanging out with her friend Gilda the Griffon. Gilda and Pinkie Pie were extremely good friends ever since the day that the pink pony had helped the griffon earn back the respect and friendship of her best friend Rainbow Dash. Gilda and Pinkie Pie were spending their day pulling some fun and goodnatured pranks on the local townsponies. While Pinkie Pie would normally pull most of her pranks with Rainbow Dash, the pegasus was at work. Gilda however had a day off from her job and she was extremely eager to join in on Pinkie Pie's fun. The two of them got along very well with each other.

The duo spotted their next target the mayor. She was an easy target to prank and she wouldn't take a harmless prank too seriously. Gilda whispered her plan to Pinkie Pie and the pink pony was eager to follow it. Gilda and Pinkie Pie got into their positions and waited for just the right moment. Pinkie Pie looked at Gilda only to find that the griffon was no longer there. This definitely confused the pink pony. It wasn't like Gilda to bail out on a prank. Gilda and Pinkie Pie got along very well so it wasn't like the griffon hated spending time with her. Pinkie Pie then decided to try to pull off their prank by herself. The only thing that happened as a result was that she got totally covered in chicken feathers. Pinkie Pie laughed about the event and walked away. Maybe she'd find Gilda soon and they could pull the prank properly.

Meanwhile in between two nearby buildings, a pony was grinning maliciously. She quickly teleported away from the town and stared her new prisoner in the eyes. The golden yellow eyes of the griffon glared at her as she hurled vicious insults towards her. Shaking her head, the Mane-iac cast a spell and knocked the griffon unconscious. Gilda would be very useful to her but not yet. The Mane-iac still had much more work to do. Grinning to herself, she teleported away from her hideout inside the dark forest and she went right back into Ponyville. She needed more prisoners for her plan to be able to work.

Inside the town's boutique a white unicorn was humming to herself. Rarity had just finished working on a new outfit and she was going to spend time with her sister Sweetie Belle. The two of them did not often see eye to eye but they agreed to do one thing the other enjoyed in exchange for doing one thing they enjoyed. The two sisters were going to spend their day together. Sweetie Belle was just getting out of school so Rarity headed over to pick her up. The two unicorns went to a go kart race which Sweetie Belle greatly enjoyed. Rarity didn't hate the activity but it wasn't her favorite thing to do. After the race they headed off towards a spa. Sweetie Belle didn't care for hooficures, facials, and mud baths as much as her sister did but she was still happy to be able to spend time with Rarity. The unicorn was often busy with her fashion which made bonding difficult for the duo. The two relaxed in a mud bath and Sweetie Belle decided to give her sister a little scare. She ducked her head underneath the mud and stayed under for a while. She could hear Rarity's panicked tone and she barely resisted the urge to grin. She was just about to pop back up but then she felt a weird sensation. The next thing she knew she was in a different place entirely.

Rarity started searching the mud filled bathtub in order to find her sister. She knew that Sweetie Belle enjoyed a prank but this had gone way too far and her little sister knew better than to do something like this. Rarity could not find her sister so she used her magic to drain the tub. The only thing that Rarity could find was the dirty bottom and sides of the bathtub. Sweetie Belle was nowhere in sight. Rarity jumped out of the now empty tub and quickly washed herself off. She desperately needed to find her little sister before she got hurt. Meanwhile inside the hideout, the Mane-iac grinned at her newest prisoner. The unicorn filly would be an important part of her evil plan. The Mane-iac teleported away from her base to find her next victim.

At a cottage in Ponyville, a yellow pegasus pony with a pink mane was smiling. The pony's name was Fluttershy. She was smiling because she was going to be going on a nature walk with Angel Bunny. The white rabbit may have been mischievous but he enjoyed their walks through the forest. Fluttershy filled up her saddlebags with the necessary food and water for the small trip. Then she walked into her house to find Angel. The white bunny was sitting on his bed. The yellow pony smiled at him but then realized that she forgot to pack her own food. After assuring Angel that they would go soon, Fluttershy hurried off to get what she needed. When she was certain that she was ready, she went back into the room only to find that Angel was gone. Fluttershy looked high and low but saw no signs of her rabbit friend. Angel had vanished completely. Fluttershy ran out of her cottage desperately calling out for him.

Back at the hidden base of the Mane-iac, the comic book villain gave her newest capture a grin of evil mischief. This bunny may not have seemed as important as her previous two captures but he would be just as useful and important to the Mane-iac's plan. After making sure that he was secure along with the other two prisoners, the Mane-iac left her base and went back into Ponyville. The first stage of the plan was halfway over. She still needed three more victims.

Sweet Apple Acres was home to some of the finest apples in Equestria. Or at least that's what was insisted by the Apple family who owned and worked at the farm. Applejack had just finished working for the day and the cowgirl had promised to spend some time with her little sister Apple Bloom. The young filly really respected and looked up to her sister. It warmed Applejack's heart to spend time with her sister and Apple Bloom enjoyed their bonding as well. The cowgirl headed off to the house to find Apple Bloom. She knocked on the door of her sister's room and received no answer. Frowning slightly, Applejack knocked again. Still there was silence on the other side of the door. After telling her sister that she was going to come in, Applejack waited a moment then opened the door. The room looked normal except that there was no Apple Bloom in sight. The cowgirl searched the room but didn't find her sister anywhere. The cowgirl ran out of the house and searched all over Ponyville for Apple Bloom.

Meanwhile at the Mane-iac's lair, the villain herself teleported in with the newest addition to her plan. She made sure that the yellow filly was secure and then she teleported away. Only two more victims needed to be found. Grinning to herself, the Mane-iac searched through Ponyville for her next target.

Inside Twilight Sparkle's castle, a blue unicorn was making lunch for herself and Twilight Sparkle. This pony's name was Trixie Lulamoon. Trixie had been an enemy of Twilight Sparkle's but now they were friends. The purple alicorn had invited Trixie to stay with her and agreed not to tell anypony about her living in Ponyville. Trixie may not be evil but she wasn't popular with the local ponies. The blue unicorn had just finished making their lunch when Twilight Sparkle left the room for a moment. Trixie wasn't wearing her cape and hat out of fear that they would get messy with food or might accidentally catch on fire from the stove. The unicorn cared a lot about the outfit that she used to wear when she had been a showpony. Trixie levitated the plates with her magic until something strange happened. Before she knew it she was no longer inside the alicorn's castle. Twilight Sparkle heard the crashing of the plates and she hurried into the kitchen. She saw the food lying on the floor and she desperately called out for Trixie. The blue unicorn was nowhere in sight and Twilight Sparkle instantly knew what had happened. Trixie had been taken by the Mane-iac.

Back at the base, the Mane-iac gave her newest prisoner an evil grin. Trixie Lulamoon would be a very useful asset to her. The Mane-iac was very close to getting her plan to come together. She needed only one more prisoner. She then teleported away from her lair and back into Ponyville for one more capture. Once this was done then she could move on to the next phase of her plan.

Meanwhile outside of a cloud castle in the sky, Rainbow Dash was trying to help a young filly. This filly was an orange pegasus pony. Her name was Scootaloo. Rainbow Dash was Scootaloo's idol and big sister figure. Scootaloo really looked up to Rainbow Dash. The rainbow maned pegasus was trying to help the young pony learn how to fly. While she was doing everything that she could do to teach Scootaloo, the orange filly had lacked one thing that couldn't be taught: confidence. Scootaloo was extremely scared of flying this high off the ground even with Rainbow Dash there to catch her in case she fell. Scootaloo gazed down at the ground that was very far down below her and she gulped in fear. She knew that Rainbow Dash was there for her but this was still a very intimidating height for her. Hearing words of encouragement from her sister and idol, Scootaloo gathered her courage and jumped. She desperately flapped her orange wings in an attempt to stay airborne. Then she felt very weird. Next thing she knew she was in a completely different place. At first she thought that she had flown here but then realized that she was indoors and there were no windows for her to have flown into. Scootaloo got scared and called out for Rainbow Dash. The light blue rainbow maned pegasus was desperately searching for the orange pony and was calling out her name as well. Both of them were scared about what was happening.

The Mane-iac entered the room where she held her prisoners and grinned. She looked from one hostage to another and her evil smile only grew wider and wider. She had successfully captured Gilda, Sweetie Belle, Angel Bunny, Apple Bloom, Trixie Lulamoon, and Scootaloo. Every single one of them would be extremely important to her plans. They would all play a very huge role in her successful takeover of Equestria, whether they wanted to or not. The Mane-iac walked up to Gilda and her horn glowed as she prepared to cast her magic. It was time to start the second phase of her plan. Soon enough Equestria would be hers.


	3. Chapter 3: The Heroes Reborn

**Chapter 3: The Heroes Reborn**

Twilight Sparkle sat inside the main room of her castle and frowned. Her five friends were all sitting with her and they were looking to her for an answer. Rainbow Dash, Applejack, Rarity, Pinkie Pie, and Fluttershy had been spending some time with friends or family when they had disappeared. After hearing the stories from her five friends, Twilight Sparkle sat in deep thought. She herself had just lost a friend. However she couldn't admit to her friends that Trixie was living in Ponyville. Whether or not the former showmare had disappeared, Twilight Sparkle had still given the blue unicorn her word that nopony would know about her being in the town and she intended to keep that promise to her friend. The purple alicorn cleared her throat and began to speak to the five ponies that surrounded her.

"All right girls." she said. "We've all lost some good friends recently. Gilda, Sweetie Belle, Angel, Apple Bloom, Spike, and Scootaloo have all gone missing. I think I know what's going on. The Mane-iac ponynapped them."

The five ponies exchanged shocked looks at this announcement. They knew about how the comic book villain had taken Spike and now it looked like she had captured even more of their friends. Instantly a babble broke out. Every pony wanted to know where their friends were being held and what they could do about this situation. It took a while but Twilight Sparkle was able to get them to calm down.

"I don't know where they are." she said heavily. "But I have a plan." She looked at all of her friends intently as she continued. "I think we need to be the Power Ponies again."

"You mean we can be heres again?" Pinkie Pie asked excitedly.

"But they only exist in the comic books." Rarity exclaimed.

"We don't have those powers." Fluttershy whispered.

"Even if the Mane-iac's here in Equestria the Power Ponies aren't." Applejack agreed.

"How are we gonna do this?" Rainbow Dash asked determinedly. She was the only one who didn't show any concerns about the plan. She wanted to save Scootaloo and the others.

"Remember how the Mane-iac got here?" Twilight Sparkle asked the group. "Because that spell hit the comic book."

"So if you use your spell on the Power Ponies." Pinkie Pie began.

"You can bring them into Equestria." Rarity continued.

"And we could use their powers." Fluttershy added.

"Just like in the comics." Applejack said.

"And we can beat the Mane-iac." Rainbow Dash finished.

"That's the idea." Twilight Sparkle said.

Her five friends were silent for a few seconds then they spoke at once,

"What are you waiting for?" they all asked in unison.

Instantly Twilight Sparkle got up and grabbed one of Spike's comics. She opened the book and rapidly flipped through the pages. She stopped and gazed at a panel that displayed all six of the Power Ponies. Her horn glowed purple and she cast a spell. There was a blinding flash of light which caused all six of the ponies to close their eyes. When they opened their eyes they all gasped in shock at what they were seeing.

Pinkie Pie was wearing her white uniform with purple arrows. Her pink tail had a small lightning bolt at the end of it. The cloth that covered her hooves had party balloons drawn on them. Rarity was now wearing a blue uniform with light blue diamonds printed on it. Her purple mane and tail now had several shiny pink gems embedded inside. She also had gems surrounding her front hooves. The golden accessory at her neck held a shiny pink gem that was just like the ones in her mane and tail. The unicorn's face was now covered by a blue mask. Fluttershy was now wearing a green outfit that had been accessorized with a purple mask. She also wore a purple neckerchief around her neck that had a flower inside of it. Her two front hooves now bore bracelets that were made up of shiny pink spheres and yellow butterfly shaped accessories. Applejack now wore a bold red outfit that covered her body. Majority of her face as well as her ears were covered by a black mask. Her tail had been wrapped in a fabric that was the same shade of green as a shirt that she wore under her outfit. Her costume was black with golden apples at her hooves. Twilight Sparkle was now wearing a magenta costume that was gray at her hooves. There were pink six pointed stars at her hooves as well. She also had a shiny chestpiece that was made of a tough light blue material. It acted and looked just like body armor and the same sort of material covered her horn. She also wore a pair of yellow goggles over her eyes which were surrounded by a magenta mask. Finally Rainbow Dash was staring at her costume. The light blue pegasus was now wearing a dark blue outfit that covered her entire body aside from her neck and head. The outfit changed to white at her hooves and there were small yellow lightning bolts on each of them. She also wore a headpiece and her mane was styled in a different way than usual. She also wore a necklace that had a lightning bolt shaped charm on it.

The six ponies had now become the Power Ponies once again.

While the other five ponies admired their new costumes, Twilight Sparkle frowned a bit. She didn't really mind the idea of herself and her friends becoming heroes. This was the best plan they had and she knew that it was the right thing to do. She was just worried about whether or not they could defeat the Mane-iac. And if they did defeat her would any other superpowered ponies try to attack them?

"All right girls." Twilight Sparkle said seriously. "I know you're all excited about this but we need a plan."

The other five ponies gazed at Twilight Sparkle expectantly.

"We need to do some research." the purple alicorn said. She went into another room of the castle and came back with a big stack of Spike's comic books. She passed them out to her friends and instructed them to read them and find out everything that they could about the Mane-iac, the Power Ponies, and whatever else that could be helpful to them and their mission. The more information that they knew about this situation, the better chance that they stood at saving all of their friends and stopping the Mane-iac from whatever she was planning. Twilight Sparkle was a firm believer in the phrase knowledge is power.

The six friends read through the comic books well into the night. While their stomachs grumbled with hunger and their eyes ached with weariness, they didn't stop reading. The safety of all of their friends and Equestria depended on them so what good would the six ponies be if they couldn't even handle reading a couple of comic books? When they were finished they ate a nice dinner together. While they all now had considerable knowledge about what they could do and what they were up against, they still lacked one crucial piece of information. They did not know where the Mane-iac's hideout was. This was definitely a problem since their group of friends were almost definitely being held at the villain's lair. None of the six ponies knew where to even start looking. All of a sudden an image appeared before them.

The Mane-iac had appeared inside of the alicorn's castle. The six ponies instantly glared at her and prepared to attack but the villain held up a hoof and spoke to them in a calm voice.

"Do not bother trying to attack." she said. "This is only an image. Your attacks will be quite useless."

"What have you done with our friends?" Twilight Sparkle growled as the other five ponies asked similar questions.

"I have taken them all to my lair." the Mane-iac's image replied. "You may try to save them if you wish but you will fail. There is no chance of you saving them or stopping me. However if you insist on giving a pitiful attempt at your mission I can not stop you from trying. This is the location of my lair." Another image appeared of a tower inside of the Everfree Forest. The six ponies recognized the general area and the image faded away. "So come to my base if you wish." the Mane-iac's image said. "But be warned. There are dangers of which you could never imagine or defeat. Good luck to you Power Ponies. You shall need it." Then the image of her faded away completely. The Mane-iac was gone. The six ponies glanced at each other before one of them decided to speak.

"Let's go then." Rainbow Dash fiercely stated. However at that moment a yawn escaped from her and her five fellow ponies tried to stifle their own signs of exhaustion. They were all extremely tired from reading so much at once.

"Tomorrow morning we'll go." Twilight Sparkle decided. "We don't have a chance of stopping her right now. We're all too tired." The other five ponies nodded agreement to this and they headed for their homes. Each of them laid down in their respective beds, not even bothering to change out of their costumes. They needed to be ready for what would be awaiting them the next morning.

Morning came rather quickly and the six ponies woke up with the sun. After having a light breakfast they started to set off for the Everfree Forest. They reached the very edge of the woods when a voice stopped them from continuing.

"Where are you guys going?" the voice asked.

The six ponies turned and saw Lightning Dust staring at them with a confused gaze. Rainbow Dash quickly explained the situation to the daredevil which caused her face to darken in anger. She was definitely not pleased with what she was hearing from her friend.

"Then I'm going with you." she said in a determined tone.

"No." Rainbow Dash said firmly. "You don't have any superpowers. You'll get hurt."

"They're my friends too!" Lightning Dust said fiercely. "I want to save them just as much as you do."

"I know Lightning." Rainbow Dash said gently. "But you're only gonna get hurt if you go with us. Even Gilda couldn't save herself and she's a lot tougher than both of us. I don't want to see another friend of mine get caught or hurt."

Lightning Dust wanted to argue some more but she knew that Rainbow Dash wouldn't budge on the issue one bit so she gave up on the fight.

"Just promise me something Dash." she said quietly. "Give that Mane-iac a good tail kicking."

"You got it." Rainbow Dash said with a grin.

"Show her what happens when she messes with us." the daredevil said fiercely.

"I will Lightning." Rainbow Dash replied. "Could you do something for me?"

"Anything." Lightning Dust replied eagerly. The daredevil wanted to do anything she could for her friends.

"If we're not back by tomorrow morning get Princess Celestia here." the rainbow maned pegasus said. "If we can't get this done by ourselves we might need her help."

"You got it Dash." Lightning Dust said as she walked away but not before wishing the six superpowered ponies good luck on their mission.

The six ponies headed off into the Everfree Forest to save their friends and defeat the Mane-iac.


	4. Chapter 4: Infiltrating the Hideout

**Chapter 4: Infiltrating the Hideout**

The Power Ponies set off into the Everfree Forest. Somewhere in this forest was the lair of the evil villain known as the Mane-iac. That was where many of their friends were being held. Gilda, Sweetie Belle, Angel Bunny, Apple Bloom, Trixie Lulamoon, Scootaloo, and Spike had all been captured by the Mane-iac as part of her evil plan. What the villain had planned to do with her captures was still a mystery to the six ponies. They walked onwards in silence. There was nothing for them to say to each other. All they could do was just keep on walking until they found the base. What they would do when they got there they didn't know. The six friends didn't know what kind of security if any had been set up outside of the tower. If there was a large amount of henchponies then they'd need to sneak in. It wouldn't do for them to attract the attention of the Mane-iac. Little did they know they were being watched.

The Mane-iac grinned to herself. A small creature was following the Power Ponies as quickly they made their way to her tower. The creature was able to show the Mane-iac what it was seeing. The sight of the six ponies charging to her base made the Mane-iac grin. She had her own surprises in store for the six of them. Little did they know that while their friends were her prisoners they would also play a very large role in her success and their downfall. Even if the six she had captured failed to defeat the Power Ponies, she still had the dragon. He would be the last resort. Just in case the Power Ponies made it that far. The Mane-iac however was confident that the six of them had no chance of getting past what she was planning. Smiling maliciously to herself, the Mane-iac sat back and watched her enemies.

"How much further?" Rainbow Dash asked.

"Not far." Twilight Sparkle replied. "We're getting there."

"Ah hope Apple Bloom is all right." Applejack said.

"And Sweetie Belle." Rarity added.

"My poor little Angel." Fluttershy whispered. "He must be scared out of his mind."

"Gilda's not scared." Pinkie Pie said in an optimistic tone. "I bet she's saving the others right now. She's half lion half eagle and all awesome!"

The other five didn't share Pinkie Pie's cheerful thoughts. Gilda may have been an extremely talented fighter but they doubted that she could hold her own against the Mane-iac for too long let alone defeat her. However they didn't say a word to the energetic pink pony. Her optimism may not have been shared by the others but it did help keep up their morale. The six kept moving on until they found the tower.

The Mane-iac's hideout was an intimidating place. The tower was made out of a dark colored brick. It stood tall over the forest and had an air of unpleasantness to it. The massive structure dominated the scene before their eyes. The tower climbed high into the sky. Where it ended was anypony's guess. At the base of the fortress was a rather large wooden door that was guarded by ten or fifteen henchponies. The henchponies stood in rows of five in front of the only entrance. There was no way to get near it without attracting their attention. The six friends hid in the bushes and discussed their strategy.

"I say we kick their tails." Rainbow Dash said fiercely while Applejack nodded in agreement.

"We don't want to get caught." Twilight Sparkle said much to the agreement of Rarity. "We need a quieter approach."

Pinkie Pie refused to take a side in the argument. Fluttershy meanwhile was trying to get the attention of her friends.

"Can I try something?" she asked.

"What are you thinking Fluttershy?" Rainbow Dash asked.

"I have an idea." the yellow pegasus replied. Before the others could say another word Fluttershy left their hiding spot and moved towards the tower.

"What is she doing?" Twilight Sparkle asked in an urgent whisper.

The others shook their heads. They had no clue what Fluttershy's plan was. They couldn't stop her out of fear that they would get caught by the henchponies. All they could do was watch the scene before them and hope that their friend would be all right.

"Okay here goes." Fluttershy whispered to herself. She marched towards the tower and the henchponies spotted her. They didn't move they just stared at Fluttershy as she came to a halt ten feet in front of them. Then they all started laughing hysterically.

"You gotta be kidding me." one of the henchponies shouted. "All this fuss over one pony?"

"She looks scared of her own shadow." a second one agreed.

"The Mane-iac's worried about her?" a third pony asked incredulously. "Please! She couldn't stand a chance against us or her."

Fluttershy had remained silent this entire time. She needed to focus herself. If she did this properly then she would be able to get inside the base with her friends without fighting the henchponies.

_Remember what Gilda said. _Fluttershy thought to herself. _Dig deep. Find the roar inside and let it out._

Fluttershy opened her eyes and had a determined expression on her face. She gazed right at the henchponies and let out an earsplitting roar. This caused all of the henchponies to shout in fright and run away from the yellow pegasus. They ran as fast as their legs would carry them and they didn't come back. Fluttershy stopped roaring and smiled a bit. Her time with Gilda had certainly paid off. Her five friends surrounded her and their faces were a mixture of shock and admiration.

"Fluttershy since when could you do that?" Twilight Sparkle asked in amazement.

"Ah didn't know ya had it in ya." Applejack said.

"Pray tell where did you learn that?" Rarity asked.

"Gilda." Fluttershy said simply.

The six ponies stared at the door that served as the entrance to the lair of the Mane-iac. Twilight Sparkle had a very thoughtful look on her face as she spoke.

"Okay according to the comics." she began. "We need to find an air vent and then we-"

Whatever she was going to say next, the rest of the ponies never found out. At that moment a huge crashing noise was heard and Twilight Sparkle looked up and her eyes widened in shock. Where there had previously been a door to the tower there was now a gaping hole. Standing in front of the hole were Rainbow Dash and Applejack. It didn't take much for Twilight Sparkle to figure out what happened.

"Or we could just do that." she muttered,

The six ponies entered the tower unsure of what they would find when they got inside. Meanwhile the Mane-iac was grinning. She didn't expect her henchponies to run but she knew that they wouldn't keep the Power Ponies out either way. This was perfectly fine for her. Getting inside the base was a small victory for the Power Ponies. Soon enough they would fall to what she had in store for them. The Mane-iac was alone in the room. She had her prisoners right where she needed them to be. Well all of them except for one. With a grin the Mane-iac walked to the room where her seventh and most important prisoner was. Her horn glowed as she prepared to cast her magic.

The six ponies entered the base and immediately a stone wall came down behind them. They were trapped inside of the tower now. No matter how hard they tried they couldn't break down the barrier that had appeared behind them. The only way out was forwards. Once they found their friends and defeated the Mane-iac, they could figure out a way to escape from the tower.

The first room had a small crowd of henchponies. They attacked the six friends and the battle commenced. The Power Ponies didn't use their powers yet. They decided to save them for emergencies. While they may have mastered them they didn't want to tire themselves out by using all of their energy fighting measly henchponies. Rainbow Dash tackled a number of henchponies while Twilight Sparkle and Rarity used their magic. Applejack used her hind legs which had been strengthened from years of working on a farm to kick her enemies into unconsciousness. Pinkie Pie ran around the room causing henchponies to bash into walls and each other. Fluttershy meanwhile was just trying to avoid getting hurt or causing others to get hurt. Finally the last henchpony fell and a stairway to the floor above appeared. The six ponies hurried up the staircase wondering what would be waiting for them.

At first glance the room was empty. There was a stairway at the other side of the room. Rainbow Dash ran towards the flight of stairs but all of a sudden she was flung back. A magical barrier had appeared and had blocked her from going any farther. Applejack, Fluttershy, Twilight Sparkle, and Rarity all tried their hardest to break down the barrier. Nothing worked. No amounts of magic or brute force could dispel the magical force field. The six ponies stared at the wall that blocked their progress and they saw a symbol appear on it. Three balloons now showed on the magic shield's surface. Every pony turned to Pinkie Pie who had a surprised expression on her face.

"Go on Pinkie." Twilight Sparkle said.

Pinkie Pie walked forwards through the shield and she was on the other side of the magical barrier without any trouble whatsoever. However she was not alone. At the other end of the circle that the magical wall enclosed a figure stood. Pinkie Pie squinted until the area was suddenly filled with light. Now Pinkie Pie could clearly see who was standing at the other end of the room. Her light blue eyes widened in shock as she recognized the light brown body with the white feathered head and dark brown wings of the creature that stood staring at her.

"Gilda?" Pinkie Pie asked in a shocked tone.


	5. Chapter 5: Dark Gilda

**Chapter 5: Dark Gilda**

Pinkie Pie stared at Gilda in shock. She couldn't believe that the griffon was standing right in front of her. Gilda made no movements towards Pinkie Pie and she remained silent as if she hadn't heard what the pink pony had said. The griffon just stared at Pinkie Pie unblinkingly as she tried to figure out how Gilda got here. Pinkie Pie decided that it didn't matter how Gilda got into this tower because she was safe. The pink pony ran towards Gilda and hugged her. Pinkie Pie had a huge smile on her face as she held her friend in her forelegs. Gilda had a grin of her own too. Unlike Pinkie Pie however, Gilda's grin wasn't of happiness. It was a malicious sort of smile. What happened next caused the other five ponies to gasp in surprise. Gilda raised one of her front legs and smacked Pinkie Pie across the face. The pink pony skidded across the circle that had been enclosed by the barrier. Pinkie Pie's eyes started to tear up as she spoke to the griffon.

"Gilda." she said sadly. "Why'd you do that? I thought we were BPGFFs."

Gilda laughed a loud and spine chilling laugh that didn't suit her. Her laughter caused the ponies to shiver in fright. This was not the Gilda that they knew.

"Oh please." Gilda said mockingly. "Like I'd ever be friends with a dweeb. Especially when that dweeb cost me my best and only friend."

Pinkie Pie's eyes widened as she understood what Gilda was saying.

"But Dash forgave you." she said. "Don't you remember?"

Gilda laughed again as she replied.

"Dash forgave me because she felt sorry for me." the griffon said. "She pitied me for putting on that lame excuse of a performance. She took me back because I was desperate enough to humiliate myself for her."

"But I helped you." Pinkie Pie said.

"Helped?" Gilda thundered. Her laugh was gone and her gaze had turned from malicious mischief to intense dislike. "If it wasn't for you I wouldn't have had to humiliate myself in the first place. I wanted to see my best friend Dash but you couldn't even leave us alone for a minute. Then you threw that party and made me lose my cool with all those dumb pranks of yours. Then you had Dash take the blame so I'd look like an idiot."

Pinkie Pie's eyes watered. She couldn't believe this. Did Gilda really hate her so much?

"But we were friends." Pinkie Pie insisted. "You hung out with me even when Dash wasn't with us."

"I hung out with you just to keep you from making Dash hate me again." Gilda spat. "You made me lose my cool because you couldn't handle the fact that Dash wanted to hang out with me. You drove us apart so you could have Dash all to yourself."

"I wanted to be your friend." Pinkie Pie said earnestly. "I threw that party to help you. I wanted you to make friends. I didn't want you to lose Dash."

"Liar!" Gilda shouted. "I'm done talking. I don't know how you ponies settle things like this but in Grifforia we have our own way of doing things. If someone messes with ya then you fight them."

With that Gilda launched herself at Pinkie Pie and started fighting her. Pinkie Pie barely avoided the first attack and staying away from the many hits that followed was just as difficult.

Meanwhile the other five ponies watched the battle in shock. Five pairs of eyes were wide with disbelief and five jaws had dropped from surprise. They couldn't believe this was happening. Gilda had gotten along great with Pinkie Pie ever since her return to Ponyville but now it was like the griffon hated her. It was as if Gilda wanted to hurt the pink pony badly. They could do nothing to help Pinkie Pie. They were stuck outside of the barrier while she was trapped inside of it. Rainbow Dash was angry at what she was seeing. Had Gilda been lying to her all this time.

"Ah can't believe it." Applejack said.

"I thought that Gilda liked Pinkie." Rarity agreed.

"This is terrible." Fluttershy said in a fearful tone.

"Dash." Twilight Sparkle began. "Was Gilda lyi-"

"Don't say it Twi!" Rainbow Dash snapped. "Gilda was not lying to us. Not to me. This isn't like her. Trust me if she had a problem with Pinkie we'd have known about it. She doesn't do stuff like this."

The five ponies continued to watch the fight. Pinkie Pie ran from Gilda as the griffon gave chase. While Gilda was quite fast Pinkie Pie's powers allowed her to stay ahead of the ferocious griffon. Though for how long she could keep this up nopony knew.

"Hold still Stinkie Pie!" Gilda shouted.

Pinkie Pie kept running. She couldn't help but frown at the griffon's words. She hadn't heard that insult from Gilda in quite a while. The only thing Pinkie Pie could do was run. She had no chance of fighting Gilda. The griffon was just too powerful and too angry to be beaten by Pinkie Pie. Finally the duo stopped at opposite ends of the battlefield. Pinkie Pie stood with her back to the other ponies while Gilda glared at her from the other side of the circle. Rainbow Dash gasped in surprise when she looked at Gilda.

The rainbow maned pegasus had been looking into the griffon's eyes. This was what had startled her. Instead of being golden yellow like normal, Gilda's eyes were now purple and they did not have any pupils. Where the griffon's eyes would have been white they were now black. Instead of the playful mischief Gilda usually displayed, the griffon was now showing only rage and hatred towards Pinkie Pie. That's when Rainbow Dash figured it out.

"Pinkie!" Rainbow Dash shouted. "Gilda's been possessed by the Mane-iac!"

"What?" the other four ponies said in unison as Pinkie Pie gazed at Rainbow Dash in silent shock.

"Look at her eyes." Rainbow Dash said.

Pinkie Pie looked into the eyes of the griffon and she saw what Rainbow Dash meant. Gilda had been possessed by the Mane-iac. Gilda didn't hate her. The Mane-iac was using her powers to make Gilda fight Pinkie Pie.

"You gotta fight her Pinkie." Rainbow Dash said. "It's the only way."

"But I don't wanna fight her." Pinkie Pie wailed. "She's my BPGFF."

"Tell that to her!" Rainbow Dash snapped.

"It's the only way Pinkie." Twilight Sparkle agreed. "If you don't fight her she'll never get away from the Mane-iac."

Pinkie Pie wiped away her tears and nodded. She didn't want to fight her friend but she had no choice. Wiping away the last of her tears, Pinkie Pie faced Gilda with a sad yet determined look on her face.

"Awww. Did big bad Gilda make the little pony cry?" Gilda asked in a mock baby tone. "Is little Stinkie Pie upset?"

Pinkie Pie ignored the insults and ran towards Gilda. She was going to hate herself for doing this but it was what she had to do. She ran at blinding fast speeds and lifted a foreleg. She punched Gilda in the chest and sent the griffon backwards. Gilda got up and her eyes widened in shock.

"Pinkie." she asked in a hurt voice. "How could you? I thought we were BPGFFs." Gilda looked like she was about to cry. Pinkie Pie let her guard down and placed a foreleg around Gilda.

Big mistake.

Gilda laughed and punched Pinkie Pie away.

"What a dweeb!" Gilda shouted. "I can't believe you fell for that!"

Pinkie Pie got up and she was even more upset than before. Gilda had tricked her.

"Pinkie you gotta beat her!" Rainbow Dash shouted.

"If you don't win she'll be stuck as the Mane-iac's slave forever." Twilight Sparkle said.

"Ya have ta do this." Applejack agreed. "There ain't no other way."

"We know it hurts but it must be done." Rarity said.

"Do it for Gilda." Fluttershy said. "Do it for your BPGFF."

Pinkie Pie nodded and she turned to face Gilda. The griffon had an arrogant and evil sort of grin on her face. Pinkie Pie knew that the griffon wasn't being herself. This was not the Gilda that Pinkie Pie was friends with. This was not the Gilda that she had helped get her friend back. This was not the Gilda that she pulled pranks with. This was not the Gilda that had defended her from bullies. This newer Gilda was possessed by the Mane-iac and consumed by anger. Fighting her was the only way to hopefully break the Mane-iac's hold on the griffon. Pinkie Pie reluctantly resumed the fight between herself and Gilda. She had to win. For her sake and the sake of her good friend.

"Pathetic." Gilda said as she fought against Pinkie Pie. "You can't take me."

"Come on Gilda." Pinkie Pie said pleadingly. "I don't wanna fight you. You're my BPGFF."

"Pfft." Gilda replied. "What a lame pony thing to say. Dash was the only friend I had. Then you came along."

"Dash is your friend." Pinkie Pie insisted as she ducked below Gilda's outstretched fist. "She forgave you. You don't wanna fight me."

"You're right." Gilda said. "I don't wanna fight ya."

Pinkie Pie looked hopeful for a moment before Gilda spoke again.

"I wanna destroy you." the griffon screeched as she kept the fight going.

Pinkie Pie dodged Gilda's many attacks. She didn't have it in her to fight back.

"What's the matter Stinkie Pie?" Gilda asked. "Too scared to fight me?"

"I don't wanna hurt my friend." Pinkie Pie said. "I just wanna hang out with her."

"Too bad." Gilda said.

"Please Gilda snap out of it." Pinkie Pie pleaded desperately. Her heart broke as she saw the griffon's anger. "I don't wanna fight you anymore. I want my friend back."

"Well that's just too bad for you." Gilda said harshly. "The Mane-iac showed me how stupid I was to trust ya. All this time you've been trying to get me and Dash to split up. You tried to humiliate me so that Dash wouldn't like me. Then when we got back together you've been trying to split us up."

"The Mane-iac's lying!" Pinkie Pie insisted. She kept dodging past Gilda's punches. "I don't wanna split my friends up. I wanted you and Dash to be together. She missed you and you missed her."

"Missed her? _Missed her_?" Gilda shouted. "She was my best and only friend. You ruined everything."

"I'm sorry Gilda." Pinkie Pie sobbed as she collapsed onto the floor. "I didn't want her to hate you. I didn't wanna split you up. When I first met you I wanted to be your friend. I thought you were as cool as Dash was."

Gilda was just about to punch Pinkie Pie when her fist froze. A small cocky grin appeared on her face as she spoke.

"Sorry what was that last bit?" she asked.

"I thought you were as cool as Dash." Pinkie Pie repeated. "You're really cool."

Gilda grinned a little bit.

"Go on." she said.

Pinkie Pie was confused but then her eyes widened. This might just get Gilda to break out of the Mane-iac's control.

"You're half lion and half eagle!" she said eagerly. "And?"

Pinkie Pie waited to see if Gilda would continue the griffon's trademark phrase.

"And all awesome." Gilda said proudly. Suddenly a small speck of yellow appeared in her eyes. This was the golden yellow color that her eyes were meant to be. Seeing that her plan was working, Pinkie Pie kept up the constant stream of compliments to her friend. Gilda's real self was now fighting against the Mane-iac. Giving the griffon this kind of respect boosted her ego. This in turn caused Gilda to act more like herself. Pinkie Pie kept giving Gilda praise in the hopes that the griffon would break free of the Mane-iac's control.

"And you're an amazing fighter." she said as Gilda's eyes changed even more to becoming that golden yellow color. The plan was definitely working. "And you always pull the best pranks. And you're an awesome flier. Your stunts are really cool. And you're the coolest griffon I've ever met."

That last sentence did it. Gilda's eyes changed completely. All of a sudden she collapsed onto the floor. The magical barrier was dispelled and the five ponies rushed over to Pinkie Pie. They were all concerned for her but Pinkie Pie only wanted to make sure that Gilda was okay. The pink pony hesitantly approached the fallen griffon and spoke.

"Gilda." she said in a small voice.

Gilda groaned a bit before she answered. Her eyes fluttered open and she looked at Pinkie Pie in a state of confusion.

"Pinks?" she asked in a confused tone. "What's going on? Where are we? Did we prank the mayor? Tell me we got her good."

"GILDA!" Pinkie Pie screamed happily as she flung her forelegs around a very surprised griffon. Gilda was finally back to being herself.

"What just happened?" Gilda asked.

The six ponies filled her in and Gilda's eyes narrowed in anger.

"Umm Gilda." Pinkie Pie began tentatively. "Are you angry at me?"

Gilda looked surprised by this question.

"Why would I be mad at you Pinks?" she asked in a confused tone.

Pinkie Pie told the griffon about everything that she had said when she had been under the control of the Mane-iac.

"Pinks." Gilda began. "I didn't mean that. It's not your fault I lost Dash."

"But I wouldn't leave you alone." Pinkie Pie said miserably. "It is my fault."

"Well okay maybe a bit." Gilda admitted. "But I was the one that yelled at you and the others." Gilda lifted the pink pony's head up and looked Pinkie Pie in the eyes. "Pinks. I don't hate you. You helped me get Dash back. You're a really good friend."

"Really?" Pinkie Pie asked in a small voice.

"Yeah." Gilda replied honestly. "You're an awesome friend. If it wasn't for you I wouldn't have any friends. You helped me get Dash back and then you helped me make more friends. I used to have one good friend but now I have a whole bunch of awesome friends. And you're one of them."

Pinkie Pie smiled a bit.

"Thanks Gilda." she whispered.

"Now look what you've done." Gilda said. "Ya got me acting all sappy."

The seven friends walked on but Gilda noticed that Pinkie Pie still looked upset.

"Come on Pinks lighten up." Gilda said. "You saved me from that Mane-iac."

"But why did you look so angry?" Pinkie Pie asked.

"Let's just say I don't like it when someone brainwashes me and make me attack my friends." Gilda said very angrily. "When I see that Mane-iac I'm gonna show her why you never mess with a griffon."

Gilda saw that Pinkie Pie was still frowning so she decided to do something drastic. She placed her claws on Pinkie Pie's sides and began to tickle the pink pony. Pinkie Pie laughed hysterically as Gilda grinned. After a little while, Gilda let go of Pinkie Pie and the pink pony was smiling happily. Then Gilda pulled Pinkie Pie into a hug which the pink pony eagerly returned. Then the group of seven friends headed up the next flight of stairs and they were blocked by another magical barrier. This time it depicted three blue diamond shaped gems. Rarity walked through the barrier and her jaw dropped when she saw who was standing there.

"Sweetie Belle?" she asked.


	6. Chapter 6: Dark Sweetie Belle

**Chapter 6: Dark Sweetie Belle**

The white unicorn stared in shock at her little sister. Sweetie Belle was standing on the opposite end of the room with a grin on her face. Just like Gilda, Sweetie Belle's grin wasn't happiness. It was a grin of malice. Rarity was stunned that her own sister could look so _evil_. the fashionista looked into her sister's eyes and saw that they had been turned to being purple and they no longer had pupils. Sweetie Belle's eyes looked just like Gilda's eyes did when the griffon had been possessed by the Mane-iac.

The younger unicorn grinned evilly at Rarity. Then without even saying a word she attacked. Rarity was caught off guard by her younger sister's ferocious strike and she took the hit. Sweetie Belle struck without mercy until Rarity used her powers to conjure up a shield around herself. Sweetie Belle couldn't break down the barrier so she stood and waited for it to fade. Rarity couldn't keep that shield up forever.

"What's the matter Rarity?" Sweetie Belle asked in a voice that was much unlike her own. "Don't want to fight your precious little sister? Don't want to hurt a hair in the mane of poor Sweetie Belle?"

"Sweetie Belle what has gotten into you?" Rarity asked. "Why would you want to attack me?"

"Maybe because you always neglect me." Sweetie Belle said. "Remember that camping trip? While you relaxed and didn't break a sweat I had to drag all that junk you brought with you. You could have just used your magic to help but no precious Rarity doesn't exert herself."

Rarity was silent as she realized that that had been a very poor decision by her. Sweetie Belle was right. Rarity could have used her magic to make the burden easier to bear.

"I'm sorry Sweetie Belle." Rarity said. "But we had some good times together. Remember the race we were in?"

"You only joined that because you didn't want to feel guilty." Sweetie Belle said. "Besides I thought I was racing with Applejack the whole time didn't I? She's been a better sister to me than you have."

Rarity's magic barrier broke down due to Rarity not being able to keep it up. Sweetie Belle took advantage of this to continue her assault on her older sister.

Meanwhile the other five ponies as well as Gilda watched the fight in shock.

"So let me get this straight." the griffon said. "The Mane-iac is using Sweetie Belle to get at Rarity? She using Rarity's little sister as a weapon?"

The five ponies nodded assurance. This was indeed what was happening. None of them knew what to say. Gilda however summed up the situation quite well.

"That's just sick." the griffon said in disgust.

The group of six watched Rarity get attacked by her little sister. While Rarity would be able to defeat Sweetie Belle quite easily, she was just unable to bring herself to fight the young unicorn. Not only was Sweetie Belle her sister, she was absolutely right about what she had said. Rarity had indeed been a poor sister. The unicorn barely tried to defend herself from the attacks that were delivered to her by Sweetie Belle. The fashionista took hit after hit from her younger sister. She hit the magical wall that kept her from escaping her fight and then she crumpled to the ground.

"Come on Rarity!" Rainbow Dash shouted.

"Ya have ta fight her." Applejack said.

"She's being possessed!" Fluttershy said.

"Just like Gilda." Pinkie Pie added.

"If you don't fight her she'll be stuck serving the Mane-iac forever!" Twilight Sparkle exclaimed. "Do you really want that for your little sister?"

Rarity looked at her friends and then at her sister. Her eyes narrowed in resolution.

"No." she said firmly. "I will not let my sister be controlled like this."

With that, she got back up and fought. She used her powers to create a net. She swung the net down and trapped her little sister underneath it. Rarity smiled to herself. Maybe she wouldn't need to fight Sweetie Belle. Now that the young pony was trapped underneath a net, the fashionista might be able to talk some sense into her like Pinkie Pie had done for Gilda. However Sweetie Belle had no intentions of listening to anything Rarity had to say. She chewed at the ropes of the net until they broke away. Now free of the net, Sweetie Belle continued her fight against her older sister. The little pony was determined to keep on fighting.

Rarity used her powers to create a shield. She slid the shield over one of her front hooves and blocked every one of Sweetie Belle's punches. The young unicorn didn't care that she was hitting a shield instead of her sister. She was completely unaffected by her punches being blocked. Her anger was evident to everypony that was watching this fight. Rarity was hurt by just how much rage she could see in her sister's face.

"Please Sweetie Belle." Rarity begged. "Snap out of it. I know I'm not the best sister but I promise you that I will do everything that I can to make you happy."

"Oh please." Sweetie Belle replied harshly. "You don't mean that. The second we get home you'll go right back to your fashion and I'll be stuck by myself."

"I know that I haven't had much time for you." Rarity said in an ashamed tone.

"Not much time?" Sweetie Belle asked. "If I'm lucky I'll hear good morning and good night. Most days you don't have the time to even talk to me."

The two sisters continued their fight as Rarity tried to think of how she could show Sweetie Belle that she cared about her. An idea struck her. But would she be willing to follow it if Sweetie Belle took it as a promise? Rarity looked at her little sister and thought about how lonely she must be. Sweetie Belle didn't deserve that. Sweetie Belle deserved to have a much better sister. Rarity looked the young unicorn in the eyes as she spoke.

"If you really want to spend time with me we can." Rarity said. The unicorn sighed heavily and then spoke the words that she never thought she would be saying. "I'll give up my fashion career if I must."

This announcement shocked every single creature in the room. Rarity lived for fashion. Becoming a famous designer was her life long dream. She had aspired to make a name for herself in the fashion industry for as long as Rainbow Dash had wanted to be a Wonderbolt. But now she was willing to give that up to spend time with her little sister. The pony who was stunned the most was Sweetie Belle.

"You would do that for me?" the young pony asked in a shocked tone. A small portion of her eyes turned from purple to their normal green color. Rarity knew that she was on the right track. If she kept this up she might be able to save her sister from the clutches of the Mane-iac.

"I would." Rarity said firmly. "I've been so caught up with my own dreams that I've neglected my own sister." The unicorn's blue eyes started to tear up as she continued. "I'm sorry that I've been such a terrible sister Sweetie Belle. But I'm determined to make it up to you in any way that I can."

Sweetie Belle's eyes changed even more. Rarity needed just a little bit more before her sister was truly free.

"I will do whatever I need to do to make you happy Sweetie Belle." Rarity said. "I want to be a proper sister. I want to take care of you like I'm supposed to. If I have to give up my fashion career then I will. You mean more to me than that. I love you."

Sweetie Belle's eyes completely changed from purple to green and she fell to her knees. She didn't collapse like Gilda did but she was definitely weakened by the spell that the Mane-iac had cast on her. Rarity rushed over to her sister as the magical barrier fell away. Sweetie Belle looked her older sister in the eyes and spoke.

"I love you too sis." she said.

The two unicorns embraced in a hug as their friends gathered around them. The tears fell out of their eyes but they didn't bother wiping them off.

"I don't want you to give up your dream for me." Sweetie Belle whispered. "I want to be with my sister but I want her to be happy." She looked Rarity in the eyes as she continued. "A miserable big sister isn't any fun."

"I will be here for you Sweetie Belle." Rarity whispered back. "I'm your sister. I should be here for you."

The hug broke apart and the group of eight went up the next flight of stairs. The way back was still blocked so they stuck together for their own safety. Sweetie Belle might not be a fighter but she was safer with the rest of the group than she was by herself. The group of eight entered the next room and yet another magical barrier blocked their path. This one showed three butterflies on it. Fluttershy walked through the force field and gasped at who was waiting there.

"Angel?" she whispered.


	7. Chapter 7: Dark Angel

**Chapter 7: Dark Angel**

Fluttershy stared in amazement at the bunny that had been her pet and her friend. Angel Bunny was giving the yellow pegasus a glare of loathing. What could Fluttershy have done to make Angel so upset? The timid yellow pony slowly approached the white rabbit.

In an instant Angel leapt up and kicked Fluttershy in the face. This stunned the group that was watching the fight. They couldn't believe that Angel Bunny just attacked Fluttershy. Angel was mischievous but he was never violent. He never hurt anypony even when he was at his worst. Yet now he was attacking Fluttershy without any sort of hesitation or mercy. Fluttershy couldn't bring herself to fight back so she just took every single punch and kick that the rabbit threw at her. She fell to the ground as Angel struck up a karate pose. The rabbit glared at the yellow pegasus that was too miserable to even bother getting up.

"Come on Fluttershy!" Rainbow Dash encouraged her.

"You can't let Angel hurt you like this." Rarity said.

"If ya don't fight back he'll be stuck with the Mane-iac." Applejack warned.

"I know it hurts to fight him." Pinkie Pie said.

"But it's this or let him become the Mane-iac's newest servant." Twilight Sparkle finished.

Fluttershy looked at Angel Bunny who was practicing his fighting moves on the air. The yellow pegasus thought about the idea of Angel being the Mane-iac's slave. Fluttershy did not care for the idea of Angel being forced to serve the Mane-iac. She got back up and walked over to Angel. She couldn't believe that she was about to hurt her own pet but she knew that it needed to be done. The only other option was far worse both for her and for Angel.

As Fluttershy got closer to Angel the rabbit grinned. He leapt up to kick the yellow pegasus in the face again but this time Fluttershy caught him.

"I'm sorry Angel." she whispered. Then she threw him across the arena. Angel hit the ground and got right back up with a look of anger on his face. He made some noises which Fluttershy was able to understand.

"So you're gonna fight me huh?" the bunny asked in his language.

"I don't want to." Fluttershy responded knowing that Angel would understand what she was saying. "But I have to save you from that awful Mane-iac."

Angel made more noises which meant nothing to the others but meant a lot to Fluttershy.

"The Mane-iac takes better care of me than you do." the bunny said. "She actually feeds me what I want, not just the leaves you call food."

"But Angel I always take good care of you." Fluttershy insisted as she blocked one of Angel's kicks. Then the yellow pegasus followed up with a quick punch. The timid pony did not want to use her super powers in this fight. They would hurt Angel far too much. "I always feed you and take you out for walks and everything."

"What about when you let Discord into the house?" Angel snapped. "He messed everything up and could have hurt me. But you wanted to give him the benefit of the doubt." The rabbit's tone dripped sarcasm and disapproval as he remembered this incident.

"I did what Princess Celestia asked me to do." Fluttershy said. "I'm sorry about it but Discord's changed now. He's not as bad as he was then."

"Yeah right." Angel said.

The fight between the duo continued as the others watched in shock. Fluttershy was not a fighter even against ponies. To see her fighting a small animal was astounding even if it wasn't one of her pets. The rest of the group could see that Fluttershy hated the idea of hurting Angel but she was doing it to save him from the Mane-iac. Fluttershy cared a lot about Angel and she knew that this was the only way to save him.

"Come on Fluttershy." Rainbow Dash encouraged her. "Keep it up."

Fluttershy blocked Angel's attacks and countered with her own. Angel hit the ground and he got back up but was less steady than before. He was definitely taking his share of damage now. Perhaps the battle could soon end.

"That's the way to do it." Gilda said. "Give it your all."

Fluttershy kept on fighting but she hoped that it would end soon. She couldn't stand hurting her friend.

"Angel please stop fighting." Fluttershy begged. "I don't want to hurt you anymore."

"That's too bad." Angel replied.

"Please Angel!" Fluttershy nearly screamed. "I don't want this fight to go on anymore. I want to take care of you. I may not have been the best that I could have been but I'll do everything I can to make you happy."

Angel's eyes slowly changed their color. The purple was fading away little by little. Fluttershy was making progress.

"I promise Angel I'll do anything I can do to make you happy." Fluttershy said. "I don't want to hurt you. I care about you. I don't want to cause you pain"

Angel's eyes now only had a small speck of purple in them. Fluttershy was nearly successful. The yellow pegasus walked up to Angel and lifted him up to her eye level. Then she hugged him and the purple was gone from his eyes. Angel was warmed by the compassion that he felt from Fluttershy's hug The white rabbit hugged back as the magical walls fell down. Angel was no longer under the influence of the Mane-iac. Fluttershy's kindness had prevailed over the hatred that the Mane-iac had found and intensified inside the little rabbit.

The group of nine walked towards the staircase as the Mane-iac watched their progress. The evil pony was sitting in the room at the top of the tower. She gazed at what was occurring on the lower levels of her tower. Now three of her prisoners had been saved by the Power Ponies.

"Disappointing but not unexpected." the Mane-iac muttered. "It doesn't matter. A minor setback is all it is. Soon they shall fall to the Mane-iac. Soon Equestria will be mine! Isn't that right my servant?" she asked the small figure that was sitting on a throne.

"Yes Your Majesty." the figure replied. He was relaxing in the throne that was made for him. Two henchponies waved large fans to keep him cool while a third henchpony came up to him holding a bottle of cider.

"Another drink my lord?" the henchpony asked.

"Yes fill it up." the shadowy figure replied.

The henchpony did as he was bidden and the empty glass was now full of cider. The dark figure drank it approvingly. He truly loved his cider. This was just one of the perks of working with the Mane-iac. He might have been resistant at first but he was starting to get used to the life of royalty. And that is exactly the life that would await him should the Mane-iac's takeover of Equestria be successful. The two waited for their enemies to arrive. The shadowy figure knew that they would make it to this room and then it would be up to him to stop them from interfering with the Mane-iac's plans. In a way it was funny to him. After all Spike never thought that he would be fighting against his friends instead of alongside them.

Meanwhile several floors below this room the Power Ponies and their three friends climbed up another flight of stairs. They were in yet another room with a magical barrier. They approached it and saw three apples on its surface. The orange cowgirl pony Applejack walked through the shiny pink wall and was on the other side. Her jaw dropped when she recognized who was standing before her.

"Apple Bloom?" Applejack asked in surprise.


	8. Chapter 8: Dark Apple Bloom

**Chapter 8: Dark Apple Bloom**

Applejack stared at her younger sister in disbelief. Granted she had started to suspect that this was where her sister had disappeared to, but that did not lessen the blow in he slightest. Her sweet younger sister Apple Bloom had been captured by the Mane-iac and judging by the change in her eyes she had been possessed by the villain as well. Apple Bloom glared hard at Applejack from across the room. The hatred could be felt by the cowgirl and it definitely made her uneasy to say the least. She couldn't believe that her sister had felt this kind of hatred towards her.

"Ah don't want ta fight ya Apple Bloom." Applejack said to her sister. "But Ah will if Ah have ta."

Apple Bloom grinned maliciously at her older sister.

"Then ya better start fightin' Applejack." the yellow filly said as she charged towards the orange pony.

Applejack was ready for this to happen. Using her whip she lassoed her little sister around the waist and dragged her towards her. The lasso had wound itself up tightly around Apple Bloom but it was not covering her legs. As such Apple Bloom quickly gave her older sister a kick in the forelegs which caused the rope's grip to be lost. Apple Bloom got to her hooves and attacked her stunned sister. She took advantage of Applejack's split second immobility to land as many hits as possible. The young pony was determined to win this fight.

Applejack's friends watched the battle in shock. Sweetie Belle was surprised that her friend and fellow Cutie Mark Crusader would act like this. The young unicorn's eyes were starting to tear up but then Rarity placed a comforting foreleg around her. She wiped the tears out of her little sister's eyes and spoke gently to her. The unicorn assured her sister that both Applejack and Apple Bloom would be all right. The rest of the group was just hopeful that neither of the two ponies would be hurt badly. Thankfully Applejack knew full well that she needed to fight her sister in order to save her so she didn't need to be given any encouragement. It truly hurt the cowgirl to have to harm her sister but she knew that this was for the better. Refusing to fight Apple Bloom would result in the Mane-iac having total control over her.

Applejack had finally managed to escape from her sister. She knew what she needed to do. She needed to show Apple Bloom that she cared for her. She needed to do what Pinkie Pie had done for Gilda, what Rarity had done for Sweetie Belle, and what Fluttershy had done for Angel. Unfortunately she also knew that this meant that she would need to do a bit of harm before she could help her little sister. Applejack used her horseshoes to stop Apple Bloom in her tracks. The yellow filly glared at Applejack.

"Come on Apple Bloom." the cowgirl said. "Ah don't want ta hurt ya. Ah don't want ta fight ya anymore."

"Well that's too bad." Apple Bloom replied. "Ah want ta fight."

"Why?" Applejack asked. "Why do ya want ta fight me?"

"Why do ya care?" the younger pony shot back. "We're gonna fight and that's it."

Apple Bloom tried to attack her older sister but Applejack used her lasso to tie her down. This time the filly's legs were secured so she wasn't going anywhere.

"All Ah'm asking is why do ya want ta fight?" Applejack asked. "What did Ah ever do ta ya? That's what Ah want ta know Apple Bloom."

The younger pony was silent. The Mane-iac's influence was strong but it couldn't create hatred. The Mane-iac could take anything that Apple Bloom didn't like about her sister and intensify it but she couldn't just create hatred. Apple Bloom felt anger but that just wasn't the same. Gilda, Sweetie Belle, and Angel had felt genuine hatred towards their targets. Apple Bloom was only aggravated with her sister. The young pony tried to find a reason for her anger but there was none. She realized that she didn't want to fight her sister. Slowly Apple Bloom's eyes lost their purple color.

"Ya don't really want ta fight me do ya?" Applejack asked. "The Mane-iac is just making ya angry. Ya don't want to hurt me or anypony else do ya?"

Apple Bloom nodded as her eyes got closer to their natural color.

"Ah may not be the best sister but Ah will always do everything Ah can for ya." Applejack said honestly. She felt the tears come to her eyes and she did nothing to stop them. "Ah want ya ta be happy Apple Bloom. Ah want ta be a good sister for ya. Ah love ya Apple Bloom."

Apple Bloom's eyes finally lost all hints of the Mane-iac's influence. The young filly broke down and hugged her sister tightly. The embrace was quickly returned by the orange pony.

"Ah love ya too Applejack." Apple Bloom said.

The magical barrier fell away and the rest of the group surrounded the two sisters. They hugged each other tightly. The fight was over and both sisters were relieved. They were both all right. Slowly the duo got up and the entire group headed off towards the flight of stairs and on to the next destination. They did not know what they would find but they were bracing themselves for anything. The next barrier that blocked their path had a six pointed star on it. Twilight Sparkle hesitated for a moment. The alicorn knew what was going to be on the other side of this magical wall. She didn't fear for herself. She instead feared for the foe that she was about to face. She knew exactly who was going to be on the other side of this barrier. She knew that this fight would happen from the moment that Gilda had fought Pinkie Pie. This was a battle that she was dreading.

_I guess the secret is going to come out now._ Twilight Sparkle thought to herself as she walked through the force field. When she stepped inside the circle she saw her enemy. The alicorn's eyes didn't widen at all. She had braced herself for this. Her friends however were much more surprised than she was.

"Trixie?" Rainbow Dash blurted out.


	9. Chapter 9: Dark Trixie

**Chapter 9: Dark Trixie**

Twilight Sparkle gazed into the eyes of Trixie Lulamoon. The former showmare's eyes had been changed from their normal purple color to a darker purple. Just like all the others, Trixie's eyes had no pupils. The whites of her eyes had been changed to black. Twilight Sparkle could feel the anger and hatred in the eyes of Trixie. She knew exactly why Trixie felt this way towards her. The alicorn knew that this would be a tough fight because Trixie had the most hatred out of any of the possessed friends that they had faced. This was because Twilight Sparkle had done the most harm towards her opponent even if it was unintentional. Twilight Sparkle's friends were in shock that Trixie was there.

"Twilight what the hay is Trixie doing here?" Rainbow Dash asked.

"Ah thought she ran off after y'all had that duel." Applejack said.

"How did the Mane-iac find that braggart?" Rarity asked.

"Because she's living with me." Twilight Sparkle answered heavily much to the surprise of all of her friends. While the alicorn had agreed no to tell anypony about Trixie living in Ponyville, she knew that the secret was out now. She knew that her friends would have figured it out when they saw her. Trixie meanwhile was glaring at Twilight Sparkle.

"So Sparkle." the showmare said. "Shall we have our duel? The Great and Powerful Trixie has been waiting to have her revenge for what you have done to her."

"Trixie." Twilight Sparkle said. "I didn't want your career to be ruined. You know that."

"Trixie knows you are a liar Sparkle." the unicorn replied. "Trixie knows that you do not care for her suffering."

"Trixie I made a promise to you." Twilight Sparkle said. "I promised that I would do everything I could to help you get your career and your life back on track."

"And what have you done since then?" Trixie snapped. "Trixie believed in your honesty and she let you help her. Not only did you destroy Trixie's career but you managed to make it even more difficult for Trixie to regain her popularity. All of that humility and modesty did not help Trixie. Now everypony thinks that Trixie is a fraud and a pushover."

"I didn't want that to happen Trixie." Twilight Sparkle said honestly. "I thought that it would work but I was wrong."

"No. Trixie was the one who was wrong." the former showmare replied. "Trixie should have known better than to take such advice after what she had been through. Trixie should have known that listening to you would have made her life even worse than it already was."

"Trixie I still want to help you." Twilight Sparkle said. "I know that I ruined your life but I want to help you. I promised that I would do everything I could for you and I meant it."

"The only good you have done for Trixie was allow her to stay in your castle." the unicorn replied. "Trixie still cannot perform for crowds. Ponies still mock Trixie to this day. Trixie should never have surrendered her Alicorn Amulet."

"Trixie you know why you gave that up." Twilight Sparkle said. "You wanted your career and you knew that you needed to get rid of that amulet to get your life back."

"Trixie should have known that you could not help." the former showmare replied. "Trixie should have known that you only wanted her to surrender the Alicorn Amulet so that she would not be able to have control over Ponyville. But enough talk. We settle this now Sparkle!"

With that, Trixie's horn glowed and she fired a spell at Twilight Sparkle. Trixie's magic hit the alicorn right in the chest and Twilight Sparkle was flung back. Trixie may have primarily been a showmare but she was no slouch in the field of combative magic. The former showmare was also heavily supported by her burning hatred of Twilight Sparkle. Such a powerful feeling would give Trixie a very big advantage over the alicorn. Twilight Sparkle knew that this would not be an easy fight to win. She was also certain that breaking the Mane-iac's hold over Trixie would be a very difficult task.

The battle raged on and the group of nine watched in shock. None of them had expected Trixie Lulamoon to be there. Why would the Mane-iac use her against Twilight Sparkle? While the previous four fights were horrible, they at least made sense to the five ponies. Pinkie Pie and Gilda had been very close friends. Fluttershy cared a lot about Angel. Applejack and Rarity had to fight their own sisters. Each of these fights were torture for the four ponies but they clearly understood why the Mane-iac would use their friends and family against them. But Twilight Sparkle was not related to Trixie and the other ponies hadn't seen her since the two magical ponies had had their duel.

"Why would Trixie be here?" Rainbow Dash asked.

"Ah don't know Dash." Applejack replied.

"Twilight did promise to help her but we haven't seen Trixie since that duel." Rarity said.

"She really did want to help Trixie." Fluttershy whispered as she remembered the promise that the alicorn had made to the former showmare.

Pinkie Pie was silent. She didn't know what to say. She didn't like Trixie but she could see that Twilight Sparkle did not like the idea of fighting the blue unicorn.

Trixie cast another spell which knocked Twilight Sparkle backwards.

"Has the Great and Powerful Trixie finally proved herself?" the former showmare boasted proudly. "Has the Princess of Friendship finally met her match?"

Twilight Sparkle got unsteadily to her hooves and spoke to Trixie.

"You may be a great fighter Trixie." the alicorn said. "You might beat me but you are definitely not 'The Great and Powerful Trixie'."

"How dare you question Trixie's power?" the unicorn shouted as she hurled another spell at Twilight Sparkle. "How dare you suggest that she is not worthy of her own title?"

"Trixie snap out of it!" Twilight Sparkle said urgently. "This isn't you! This is not who The Great and Powerful Trixie is!"

"And what would you know about that?" Trixie asked. "Because of you The Great and Powerful Trixie gave herself the name of The Great and Apologetic Trixie. It is your own fault that this battle is happening Sparkle!"

"Yes it is my fault." Twilight Sparkle agreed. She tried to use her powers to freeze Trixie but the blue unicorn easily countered the attack with her own. "I promised to help you Trixie." Twilight Sparkle continued. "I want to help you get your career back."

"All lies Sparkle." Trixie replied. "You have done nothing to help Trixie. You have only succeeded in making it even harder for Trixie to regain the respect that she used to have."

"You used to have a lot of admirers Trixie." Twilight Sparkle said. "And I was one of them."

This announcement shocked everypony in the room. Did Twilight Sparkle just say that she _admired _Trixie? There was no way that the others had heard her properly.

"You admire Trixie?" the former showmare asked curiously.

"I admire _The Great and Powerful Trixie_." Twilight Sparkle corrected her. "But right now I'm not looking at The Great and Powerful Trixie. I'm looking at a unicorn that's been possessed and needs to be helped by a friend."

"You are not Trixie's friend!" the former showmare shouted. "You have ruined Trixie's life. That is hardly friendly."

"I know." Twilight Sparkle replied. "I know I ruined your life. I know I destroyed your career and turned you into a big laughingstock of Equestria. I know that I made your life even worse when I tried to help you. I know that you hate me and honestly I can understand why. But Trixie are you willing to give up your only chance at redemption? I may have been the one that ruined your life but I am willing to make up for it by helping you rebuild your career."

Twilight Sparkle sat down on the floor and waited.

"I'm not going to fight you anymore Trixie." she said seriously. "I want to help you. I know you hate me and you want to destroy me. Do whatever you wish because I won't stop you. Just remember this: If you destroy me you will destroy your only chance at getting your career back. If I die The Great and Powerful Trixie will die too."

Trixie Lulamoon stared at Twilight Sparkle in shock. The purple alicorn had surrendered and she was giving Trixie a choice. She could fulfill her wish of revenge by destroying Twilight Sparkle but she would also lose her chance at living her dream of being a showmare. Trixie was extremely conflicted. Half of her mind was telling her to strike the alicorn down. The other half however was telling her to spare Twilight Sparkle's life. Twilight Sparkle's friends were watching in shock. They couldn't believe what was happening. They tried to urge their friend to fight back but the alicorn ignored all of their words.

"This is Trixie's choice." Twilight Sparkle said firmly. "If she wants to destroy me I won't stop her. I've done so much harm to her that in a way I would deserve it."

Her friends gasped in surprise but they knew that Twilight Sparkle was being serious.

"Trixie." the alicorn said. "This is your choice. Would you rather have your revenge or your dream? I promised that I would help you and I will keep that promise. I know I hurt you and I'm sorry. You need to decide what you want. This is something that I can't help you with."

The former showmare looked Twilight Sparkle in the eyes. She couldn't believe this. A fierce battle raged inside the mind of the blue unicorn. She desperately wanted to have her revenge by destroying the pony that had caused her so much pain and misery. Yet what would she do afterwards? Destroying Twilight Sparkle would satisfy Trixie's desire for revenge but what would she do with her life from that point? Even if by some miracle she wasn't punished for killing a princess, she wouldn't have a life to go back to. Her career as a showmare was dead and no other places would hire her. Trixie's eyes turned back to their normal color as the former showmare realized that she didn't want to kill the alicorn that she was staring at. Trixie's eyes regained their normal purple color as she was freed from the Mane-iac's control. The unicorn slumped to the ground and didn't bother getting up.

The magical barrier fell away and the group of nine rushed towards Twilight Sparkle.

"Are you crazy Twi?" Rainbow Dash asked furiously.

"You weren't going to let that Meany McMeanPants hurt you right?" Pinkie Pie asked.

The alicorn stayed silent and her friends assumed the worst.

"Ya weren't really gonna let her do that?" Applejack asked. "Were ya?"

"Of course not." Rarity exclaimed hysterically. "Right Twilight?"

"Twilight." Fluttershy whispered. "Why would you do this?"

"I ruined her life." Twilight Sparkle said. "I destroyed who Trixie was so honestly it would be the right thing to do."

The alicorn got up and walked over towards Trixie.

"Trixie." she whispered. "I'm so sorry."

The blue unicorn looked Twilight Sparkle in the eyes and then she flung her forelegs around the purple alicorn.

"Trixie is the one who should be sorry." the former showmare said. "She let the Mane-iac control her."

"It's not your fault Trixie." Twilight Sparkle said firmly. "You had so much to hate me for. There was no way you could have resisted her."

"It was horrible." the blue unicorn said with a shudder as tears started to fall down her face. "It far was worse than the Alicorn Amulet."

Twilight Sparkle wrapped her forelegs around the former showmare and wiped away her tears.

"Shhh." she whispered gently as her wings wrapped around the blue unicorn in a protective manner like a mother with her daughter. "Don't cry Trixie. You're okay. The Mane-iac won't control you anymore. I know it hurts but you made the right decision. I promise that I will help you."

"You would still help Trixie?" the former showmare asked in shock. "Even after what Trixie did?"

"I would." Twilight Sparkle said firmly. "That's why I gave up trying to fight. I wanted to give you the choice of having your revenge or having your dream. I wanted to give you the chance of making the right choice. Believe it or not Trixie you're already on the way to becoming The Great and Powerful Trixie just because you chose not to fight."

"Thank you Twilight Sparkle." the blue unicorn whispered as she hugged the alicorn.

"This is what friends do." Twilight Sparkle replied as she returned the unicorn's embrace. "They help each other." She saw the light purple eyes of the former showmare widen and she continued to talk. "Yes Trixie, we're friends."

The two magic users got up and walked towards the next flight of stairs with their friends following behind them. Little did they know that the Mane-iac was watching them and she was none too pleased.

"How could Trixie fail?" the villain shouted. "All of that hatred should have made her turn that worthless pony into dust! How could she have failed to destroy her?"

The Mane-iac calmed down a bit and she regained her evil smile.

"It doesn't matter." she said. "They still have one more obstacle to get past. And even if they manage to survive that they will never defeat me. Or should I say my servant?"

Spike meanwhile had just finished his glass of cider.

"I think it is time for you to get prepared." The Mane-iac said. "You will have to fight for your power."

"Yes Your Majesty." Spike replied.

"I am certain that the Power Ponies will stand no chance against you." the villainess said. "Hum Drum may be utterly worthless but you have much more potential than he did. And I shall see to it that your potential is fully realized."

The duo watched as the Power Ponies climbed up yet another flight of stairs and were faced with the sixth magical barrier. This barrier depicted a thunderbolt and Rainbow Dash walked towards the force field with a cocky grin on her face. She was confident that this would be over quickly.

"Be careful Dash." her pony friends said.

"Dash has this in the bag." Gilda said confidently. "She can take whatever the Mane-iac throws at her."

Rainbow Dash was on the other side of the barrier and her eyes widened when she saw who was with her.

"Scoots?" she asked.


	10. Chapter 10: Dark Scootaloo

**Chapter 10: Dark Scootaloo**

Rainbow Dash stared at Scootaloo in surprise. The filly that had idolized her and wanted to be just like her had been possessed by the Mane-iac. Rainbow Dash supposed that she should have expected this but she just wasn't ready to have to fight the pony that had been her little sister. The rainbow maned pegasus was going to have to attack the filly that she had taken under her wing and had tried to teach how to fly.

"Scoots." she said. "Why?"

Scootaloo had a very malicious grin on her face as she replied. Rainbow Dash was very unnerved by the look on her sister's face. This was something that could only be described as evil. And this was something that she was thinking about the pony that she had taken under her wing.

"The Mane-iac told me everything." Scootaloo said. "She told me about how you laugh at me when I'm not around. How you make fun of me because I can't fly. She told me all about it."

"But Scoots I would _never _do that!" Rainbow Dash exclaimed honestly. "I would never make fun of you like that."

"Yeah right." Scootaloo replied. "I know you're lying. I wanted to be like you because I thought you were awesome. I didn't know you were such a bully."

These words tore at Rainbow Dash's heart. Her sister thought that she was a bully. Rainbow Dash might not be the most compassionate and understanding pony but she would never be intentionally cruel. She would never try to make Scootaloo feel bad about herself. Rainbow Dash tried to explain this to Scootaloo but the filly ignored her.

"Don't bother lying to me Rainbow Dash." she said. "It's not gonna work."

With that, she launched herself at Rainbow Dash and began the fight. Rainbow Dash dodged past Scootaloo's tackle and did everything she could to avoid or block the rest of the young pony's attacks. The rainbow maned pegasus refused to hurt her little sister. As a result of her passive tactic she was roughly punched and kicked by the young pegasus pony. Rainbow Dash hit the wall and struggled to get to her hooves. She was completely weakened by the situation she was in. Her own sister was attacking her.

"Come on Dash." Pinkie Pie said.

"Ya have ta fight Dash. It the only way ta save her." Applejack told the pegasus.

"We know it hurts but it's for Scootaloo's own good." Rarity said.

Rainbow Dash didn't listen to them. She couldn't fight her sister.

"Dash if you don't fight Scootaloo won't be able to escape from the Mane-iac." Fluttershy whispered urgently.

"Do you want your sister to be stuck serving the Mane-iac for the rest of her life?" Twilight Sparkle asked. "Is that what you want for your sister? Is that what you want for the head of the Rainbow Dash Fan Club?"

Rainbow Dash's eyes widened as she heard this. She didn't know that the fan club that Scootaloo started for her was still going on. She thought that it had disbanded since the Mare Do Well incident. But apparently she still had a whole fan club that was devoted to her and Scootaloo was still the most devoted of them all.

"Dash." Gilda said. "Look I know you don't want to hurt her. I know it sucks but you gotta do this. It's the only way to save her. You gotta fight. Think of it as tough love. Like how I kicked your tail every time we fought."

Rainbow Dash looked at her friends and then at Scootaloo. She remembered how Scootaloo had idolized her. She remembered how the orange filly had wanted to be just like her.

"Scoots." Rainbow Dash began. "I took you under my wing. And if you wanna be like me then you're gonna have to take a couple hits."

With that, Rainbow Dash moved towards Scootaloo and the duo fought again. This time Rainbow Dash struck back. The young filly was surprised but she grinned. The orange pegasus attacked Rainbow Dash who quickly countered with her own fighting moves.

"Come on Scoots." Rainbow Dash urged. "I don't want to fight ya. I don't want to hurt ya."

"Well too bad Rainbow Dash." Scootaloo replied. "The Mane-iac showed me how you really feel about me and I'm gonna prove that I'm not worthless."

"I never said you were worthless Scoots." Rainbow Dash said as she dodged past the filly's attacks and countered with her own. "You might not be able to fly yet but that doesn't matter. I told you I was gonna help ya but I can't do that if you're gonna be a yespony to the Mane-iac."

"What'd you call me?" Scootaloo demanded.

"I'm just sayin' if it was me I wouldn't let the Mane-iac tell me what to do." Rainbow Dash replied with a grin. "I thought you were cooler than that Scoots. I thought you wanted to be like me."

"I do!" Scootaloo replied as a small portion of her eyes changed back to their normal colors. "And I'm gonna prove I'm awesome by beating you."

"You want to be like me?" Rainbow Dash asked. "Well I don't think that you should be letting the Mane-iac boss you around like this. You were way cooler when you did what you wanted."

"You think I'm cool?" Scootaloo asked uncertainly. More of her eyes were changing to what they were meant to be.

"Yeah I do." Rainbow Dash replied honestly. "The way you ride on your scooter is awesome. You really pull off some awesome stunts with that thing Scoots."

"Really?" Scootaloo asked in a small voice. The Mane-iac was losing her grip on Scootaloo.

"Yeah really." Rainbow Dash said honestly. "When you ride your scooter you're as awesome as when I'm flying. I want that Scootaloo back. I want the Scootaloo that I took under my wing. Not the one that serves the Mane-iac without even trying to stand up for herself."

"You really think I'm awesome?" Scootaloo asked.

"I wouldn't have taken ya under my wing if I didn't." Rainbow Dash replied. "You're awesome Scoots and the Mane-iac is just holding back your awesomeness."

Scootaloo's eyes only had the tiniest specks of the Mane-iac's influence in them. The rainbow maned pegasus' goal was almost complete. Just a little bit more and Scootaloo would be free from the Mane-iac's control.

Rainbow Dash walked up to Scootaloo and stretched out her hoof.

"Are you my awesome sister?" Rainbow Dash asked. "Or are you a yespony to the Mane-iac?"

Scootaloo gazed at Rainbow Dash's hoof and then she bumped her hoof against it. Then the young pegasus's eyes changed completely back to their normal color. Scootaloo almost collapsed but Rainbow Dash stopped the filly from hitting the ground. Scootaloo hugged Rainbow Dash tightly and the rainbow maned pegasus returned the embrace as the magical barrier fell away.

"I told ya you were awesome Scoots." Rainbow Dash said.

"You know it." Scootaloo replied with a grin. She was back to her normal self.

The rest of the group approached the duo. They were all happy to see Scootaloo being back to normal.

"So Twi?" Rainbow Dash began with a grin. "Did you say that I still have a fan club?"

Twilight Sparkle was about to respond but Scootaloo answered for her.

"Yeah Dash." Scootaloo said. "And we have five new members."

"Really?" Rainbow Dash asked eagerly. "Who?"

Twilight Sparkle, Rarity, Fluttershy, Applejack, and Pinkie Pie smiled a bit as Rainbow Dash's eyes widened.

"No way." she said. "You guys joined my fan club?"

They all nodded in assurance. In truth they felt that they needed to be more supportive of Rainbow Dash ever since the Mare Do Well incident so they felt that there was no better way to do so than by becoming fans of her.

"Scoots." Rainbow Dash said. "Please tell me you have pictures of them with those wigs on."

"Like I'd forget." Scootaloo replied with a grin. "When we get outta here I'm gonna show you all of them."

"I can't wait." Rainbow Dash replied enthusiastically as a grin grew on her face. "Rarity's always on my case about my mane. I can't wait to see her with it."

The group of twelve walked towards the staircase and up to the next room. All of them were laughing to their hearts' content. The Mane-iac was watching them and she had a look of surprise on her face.

"Well well well." she said. "I didn't expect them to make it this far. But no matter I can still destroy them even without those six worthless prisoners." The Mane-iac turned towards the throne and spoke. "Oh Lord Spike."

"Yes Your Majesty?" the young dragon asked in an eager tone.

"Your time is coming soon." the villainess replied. "Be a good little dragon and get yourself ready while I go and greet our very special guests."

"Of course Your Majesty." Spike replied as he hopped off the throne, bowed to the Mane-iac, and left the room. The comic book villain grinned to herself. Spike would play an important role but she still had one more trick up her sleeve before she would resort to using him. He would be the Grand Finale. The Mane-iac was certain that he would succeed where the other six had failed. All she could do now was wait for the group of twelve to enter the room.


	11. Chapter 11: Combating the Clones

**Chapter 11: Combating the Clones**

The group of twelve walked up the staircase and into another room. The room was completely empty aside from a staircase at the other end of it. Everypony stopped and stared. They were all expecting another magical barrier to appear before them. However no such thing ever appeared. They stepped forwards cautiously when an evil laugh rang out. The Mane-iac appeared before them and gave them a malicious grin.

"Well well well" she said. "I never thought that you would make it this far Power Ponies. I thought that you would refuse to fight your friends. However you have not won yet. I shall destroy you pests and then I will take over all of Equestria. After all why rule Maretropolis when I can rule the world?" She let out a laugh and then continued. "But first why don't I introduce you to my friends."

Her horn glowed and six bright lights appeared in between her and the group of twelve. They each took on their own forms and the twelve friends gasped when they realized what they were looking at. The Mane-iac had used her magic to create clones of Gilda, Sweetie Belle, Angel Bunny, Apple Bloom, Trixie, and Scootaloo. The six evil figures were identical to their real counterparts except for the eyes. They had the same purple and black eyes that their true selves had when they had been possessed. The Mane-iac had turned the possessed versions of the Power Ponies' friends into real living breathing creatures.

"Like them?" the villainess asked. "I truly hope you do. I took extra care to make sure that they were just the same as your friends. Though I did take out those pathetic hearts of theirs. They will fight you and you can't stop them." Letting out an insane cackle of laughter, the Mane-iac vanished from the room. The Power Ponies braced themselves for a fight but before they could attack, their six friends stepped in front of them.

"Leave these dweebs to us." Gilda said in a determined tone.

"We're not letting them hurt you." Sweetie Belle insisted.

Angel made some noise which Fluttershy understood as an agreement with the others.

"If that Mane-iac thinks she can hurt my sister then she's crazy." Apple Bloom said.

"The Great and Powerful Trixie shall not tolerate such a cheap imitation of herself." Trixie shouted.

"These fakes aren't gonna hurt ya." Scootaloo said.

The Power Ponies gazed at their friends in shock but then they nodded. They knew that there was no stopping them so they allowed their six friends to fight their evil clones. The group of six glared at their evil counterparts while the clones glared right back. Then they charged towards each other and the fight began.

Gilda lunged at her dark counterpart and struck. Her punch sent Dark Gilda flying across the room but she got back up and struck back. Gilda was forced back a bit but she glared at her evil counterpart and fought. There was no way that the griffon was going to let this fake version of herself win this fight. Gilda was far too determined to lose. The two griffons took to the air and attacked each other brutally.

Sweetie Belle tackled her evil double and sent her back a few feet. The evil clone of the young unicorn attacked back with a magical spell. Sweetie Belle took the hit but got right back up. She glanced back at Rarity who had a nervous look on her face and the unicorn filly's determination rose. She was not going to let her sister down by losing this fight against her evil clone. Sweetie Belle charged towards her dark clone and they fought on.

Angel Bunny was in a fight with his own double. Dark Angel kicked and punched at the white rabbit ruthlessly. Angel took hit after hit but he would not give up. This clone of him was a representation of the Mane-iac. Angel was going to win this fight not only for himself but also for Fluttershy. The yellow pegasus was hurt by how Angel had acted when he was possessed, Angel was determined to defeat his evil self.

Apple Bloom rushed towards her opponent and gave her a powerful kick. Dark Apple Bloom was sent flying but she got back up and tackled her good counterpart. Apple Bloom hit the ground and she got back to her hooves. There was way too much at stake for her to lose. She had to defeat Dark Apple Bloom. The yellow filly thought of Applejack and her determination burned hotter than ever. The yellow filly launched herself at her counterpart while the evil clone mirrored her movements.

Trixie dodged and blocked all of the spells that were cast by her evil clone. She took a small hit from a spell and then she crumpled to the ground. She was perfectly unharmed but she laid still and silent. Hopefully this plan would work. Dark Trixie eagerly approached her fallen clone and she was blasted with a powerful spell. Trixie had been feigning unconsciousness to lure her evil counterpart over. Trixie had been a showmare and because of such she specialized in illusions. Because of this fact she was an expert in deception not just with her magic, but with her emotions as well. Trixie Lulamoon prided herself on being able to trick her audiences into thinking she was in some trouble and then she would miraculously pull off an amazing trick to save herself. It never failed to get a response and apparently it worked in battle just as well as it did in her performances.

Scootaloo fought her evil self and only one thing was going through the orange filly's mind as she punched and kicked her evil clone. The one thought that Scootaloo focused on was winning this fight to impress Rainbow Dash. The light blue pegasus had taken Scootaloo under her wing because she thought that the young pegasus was awesome like her. She had said that Scootaloo would need to be tough if she wanted to be like her. The orange pegasus was eager to prove that she was tough by defeating her evil clone.

The six Power Ponies watched in awe as their friends fought their evil clones. All six of them were determined to take the fight to their evil counterparts. The Power Ponies couldn't help but have some serious respect for their friends. The six of them wouldn't give up for a moment and they were determined to win their fights without any help.

Gilda grabbed her evil clone around the waist and flew upwards. She made circles in the air and then she slammed Dark Gilda to the ground. The evil clone of the griffon had taken so much damage that she turned into dust. Dark Gilda had been defeated. Sweetie Belle used her magic and knocked her dark counterpart off of her hooves. Then she delivered a quick punch and Dark Sweetie Belle was gone. Angel Bunny gave his clone a powerful kick to the gut followed by a punch in the face and then Dark Angel was no more. Apple Bloom used her hind legs in the same way that Applejack did. Her strength may not have been as great as her sister's but it was still enough to defeat her evil clone. Dark Apple Bloom took hit after hit and then she was beaten. Trixie used her stage magic to trap her dark self and then she would follow up with a powerful spell. She fought brutally and then Dark Trixie was gone. Scootaloo ducked underneath a punch from her evil clone and then she flapped her wings. The orange filly wasn't flying like Rainbow Dash but she was airborne. Then she dive-bombed Dark Scootaloo and the evil clone of the young pegasus was defeated. All six of the clones had fallen and the genuine articles stood tall and proud. The Power Ponies had looks of awe on their faces as they witnessed the defeats of the evil clones. Then the group of twelve headed up the staircase towards the top of the tower. They didn't know what they would find but they were certain that they could handle it with ease. The Mane-iac didn't stand a chance against them.

The evil villainess watched the display in anger. She was certain that her clones would have destroyed the Power Ponies but she was wrong. Her clones weren't even competent enough to dispose of those weak friends of the six superpowered ponies. Frowning angrily to herself, the Mane-iac put the finishing touches on her final plan. This was going to work. There was no way that this plan would fail. The Mane-iac let out an evil laugh as she visualized the defeats of the Power Ponies and her takeover of Equestria.


	12. Chapter 12: Awakening the Dragon

**Chapter 12: Awakening the Dragon**

The group of twelve climbed the final staircase and entered the room at the top of the tower. They saw the Mane-iac sitting in a throne. She was completely alone in the room before the twelve showed up. She grinned maliciously as she watched them approach her. The Power Ponies and their friends had looks of anger and hatred on their faces as they glared at the Mane-iac. They had all gone through some very unpleasant things because of her and they were very eager to give this villain what she deserved. However one thing still remained. Where was Spike?

"Where did you put Spike?" Twilight Sparkle demanded.

"Oh you mean the dragon?" the Mane-iac asked. "He'll be with us soon. He's just getting ready."

"Ready for what?" the alicorn asked.

"Ready to help me destroy you and takeover Equestria!" the Mane-iac shouted.

"Spike would never help you!" Twilight Sparkle exclaimed.

"Don't be so sure." the Mane-iac replied. "He's changed since you last saw him."

"Spike would never hurt us!" Twilight Sparkle insisted. "He's our friend!"

"Spike no longer cares about you." the Mane-iac spat. "He only cares about helping me gain control of this world. After all he'll have quite the position of power once I succeed."

"You possessed him?" Twilight Sparkle growled. The alicorn was very protective over Spike. She had hatched him from an egg so she felt almost like a mother to the young dragon. Needless to say she was not a happy pony when somepony tried to hurt him in any way.

The Mane-iac laughed as she responded.

"I did no such thing." she replied evilly. "I made him an offer and he accepted it. All he needed was a bit of persuasion. He was feeling quite normal when he agreed to serve me. I assure you."

"There is no way that Spike would help you." Twilight Sparkle said. "There is nothing that would make him hurt us or help somepony like you."

"Anypony can be convinced to do anything." the Mane-iac replied. "All somepony needs is the proper leverage."

The alicorn glared at the Mane-iac who had an arrogant smirk on her face. The villainess was pleased that she had gotten under her opponent's skin. Once Spike was ready then the Power Ponies would finally be defeated. One of her henchponies came to her and whispered in her ear. The Mane-iac grinned broadly. This was what she had been waiting to hear.

"It seems that your 'friend' is ready." the Mane-iac said. "I shall fetch him."

With that, she got up and walked through a door and into another room of the upper most floor. Within a second she returned and Spike was following right behind her. The group of twelve gasped in shock when they saw him.

The young dragon was sitting on a throne that was being carried by four henchponies. He had the most arrogant grin on his face as he was brought into the room. The most disturbing thing was how much he had changed. While the others kept their appearances aside from eye color, Spike's looks had changed drastically. His light purple body was now the darkest shade of purple. It was very close to being as black as the night sky. His underbelly as well as his scales had changed from green to gold. His tail ended in a much longer and sharper point than it did before. His eyes had been changed to the purple and black that the Power Ponies had come to know and fear. Spike must have had a lot more of the Mane-iac's magic cast on him than the others did. Clearly the comic book villainess was saving him as her final means of defeating the group of six.

"What do you think?" the Mane-iac asked. "Handsome isn't he? I think his colors are much better now than they were before. Wouldn't you agree?"

The group of twelve was silent. Spike's appearance had changed a lot and they knew that his mind must have been just as corrupted as his body was. There was no telling how he would act towards them. The Power Ponies looked at each other and nodded. They knew that it would come down to a fight and they were willing to go through with it if it meant helping their friend. The Mane-iac grinned maliciously as she spoke again.

"But I believe he is a bit too small for this type of fight." she said. "Perhaps he could stand to grow a few inches? But this room is far too small to hold him. Perhaps we should take this fight outside?"

Before anypony could do anything, the Mane-iac's horn glowed and all of them were teleported to the outside of the tower. Spike was no longer sitting on his throne. He was now floating in the air. He was being suspended by the magic that was being cast by the Mane-iac. All of a sudden his body began to glow. Spike grew larger and larger in size. He grew to the point where he was as tall as the tower that he just left. His claws grew to the lengths of lampposts and they were as sharp as razors. His tail had lengthened and had become much spikier. His head had changed from a round sort of shape to that of a grown dragon. His teeth had grown and become much sharper than before. His eyes stayed the same size as they were before. Spike now had the build of a fully grown dragon. This was far worse than the time when his greed had transformed him. This time he had been consumed by far worse things: anger, rage, and hatred. This was not the Spike that the others had known. This was a newer, stronger, and deadlier Spike.

"Now that's much better wouldn't you say?" the Mane-iac asked with an evil grin.

The group of twelve stared in shock. Their good friend had been transformed into a monster by the Mane-iac. Twilight Sparkle turned to Trixie and she spoke quickly.

"Trixie." she said. "You and Gilda need to get Angel and the Cutie Mark Crusaders and take them somewhere safe. We can't let them get hurt. Protect them at all costs. Do you understand?"

Trixie nodded assurance as she scooped up Angel and beckoned the others to follow her. Gilda didn't like the idea of leaving her friends to fight Spike but she knew that there was no time to argue and no chance of convincing them to let her stay. The Cutie Mark Crusaders however refused to leave.

"We want to stay." Sweetie Belle began.

"We want ta help ya." Apple Bloom agreed.

"We're not gonna let that dragon hurt you." Scootaloo said determinedly.

"No." Twilight Sparkle said firmly. "This is too dangerous. You'll get hurt."

The three fillies turned to their sisters but they shook their heads. Rarity, Applejack, and Rainbow Dash all agreed that the Cutie Mark Crusaders needed to escape. The three fillies knew that they had no chance so they left with Gilda, Trixie, and Angel. The Power Ponies watched them go and then they turned to face Spike.

"Okay girls." Twilight Sparkle said. "We have to do this for Spike. Are you ready?"

All of her friends nodded in assurance. They all liked Spike but they knew that the only way to save him was to fight him. They faced the angry dragon and then they charged towards him. Spike let out a challenging roar and the fight began while the Mane-iac watched with a grin on her face.


	13. Chapter 13: Protecting a Friend

**Chapter 13: Protecting a Friend**

Gilda and Trixie ran as fast as they could. The Cutie Mark Crusaders were following right behind them. All six of them were afraid of what was happening. They heard the roar of Spike, the screams of their friends, and the laughter of the Mane-iac. They didn't know what was happening back at the tower. All they could do was escape and hope that their friends would be able to defeat and save Spike from the Mane-iac's clutches.

Having put a large amount of distance between themselves and the ferocious dragon, the group of six settled down on the ground inside a clump of trees. They were all breathing heavily from the distance that they had just sprinted. The young ponies were scared of Spike. Gilda and Trixie knew that they had to protect the fillies and Angel from anything that would try to harm them. This was what they had promised to their friends and they would keep that promise. No matter what attacked them, Gilda and Trixie would defend the others at any cost.

Trixie noticed that the Cutie Mark Crusaders were giving her some very suspicious and angry glances. The former showmare gave Gilda a confused glance which the griffon returned. Gilda had no idea why the three fillies were giving Trixie glances of anger. Trixie decided that the only way to find out was to ask.

"Why are you staring at Trixie like that?" the blue unicorn asked.

The three young ponies gave Trixie irritated glances before they spoke.

"You dyed my sister's mane green." Sweetie Belle said.

"Ya hogtied my sister." Apple Bloom added with a glare.

"You made Rainbow Dash look totally uncool." Scootaloo finished.

Trixie knew what each of them meant. She had indeed done what they had said. While Trixie had her reasons for humiliating Rarity, Applejack, and Rainbow Dash, she wouldn't be able to explain herself without revealing her own personal story. Trixie knew that her story was not appropriate for fillies to hear. The former showmare tried to think about how she could explain herself in a much more appropriate way.

"Trixie should not have done that." the former showmare admitted. "However they interrupted Trixie's performance. Trixie could not allow them to disrespect her like that. She had to make sure that her audience knew that she was the most powerful one on the stage. Trixie would apologize but it doesn't matter. Any showmare in Trixie's position would have done the same as Trixie did."

A silence fell among the three fillies. It was clear that the trio did not expect that as a possible answer to all of their accusations. They had a whispered huddle and when they broke apart it was clear that they did not trust Trixie in the slightest. Trixie refused to let this bother her. She had enough to worry about without trying to prove to a bunch of fillies that she wasn't a horrible pony.

All of a sudden Gilda's head perked up. The griffon heard some movements in the nearby bushes. She turned her golden yellow eyes in the direction of the noises and waited. Trixie paid close attention as well. The former showmare didn't know if these noises were friendly or hostile but she had promised to defend the others. Trixie Lulamoon was going to keep the promise that she had made to Twilight Sparkle.

Suddenly a bunch of the Mane-iac's henchponies appeared from the bushes. They all had evil grins on their faces as they made their way towards the group of six.

"Run!" Gilda yelled as she took up a fighting stance with Trixie right next to her.

Angel took off but the Cutie Mark Crusaders stood still.

"You must leave!" Trixie shouted. "Trixie shall not let them harm you."

The three fillies nodded and left the area. Gilda and Trixie gave each other a quick nod and then they began to fight the henchponies. They had promised to defend the others and they would not break their promises.

Meanwhile the three fillies had caught up with Angel and they leaned against some trees breathing heavily.

"Will they be okay?" Sweetie Belle asked.

"Ah don't know about Trixie." Apple Bloom said."But Gilda can take care of herself."

"Should we go back?" Scootaloo asked.

"Are you crazy?" the other two shouted in unison.

"They told us to leave." Sweetie Belle said.

"They don't want us ta get hurt." Apple Bloom agreed.

"But what if they get hurt?" Scootaloo asked.

The three fillies looked at each other. While they had accepted Gilda as a friend they did not have the same feelings about Trixie. They had thought that the blue unicorn was a boasting troublemaker. But she had put her own life on the line to protect them. They had only showed her mistrust and anger while she showed an act of compassion that they would never had expected of her. They all knew what they were going to do. They might get yelled at for it but they were going to go back and help Gilda and Trixie.

Back at the clearing Gilda and Trixie were fighting back to back. Gilda punched, kicked, and tackled a number of henchponies while Trixie used her magic to keep the evildoers at bay. No matter how many ponies they defeated they just kept on coming. The ones that fell got right back up and kept on attacking. The two were outnumbered. There was no way that they could hold these henchponies off for too long. The duo got separated from each other and they knew that they would fall soon. Trixie got cornered against a tree and she thought that she was doomed when all of a sudden three blurs tackled the henchpony that stood before her.

The Cutie Mark Crusaders knocked the henchpony unconscious and looked at Trixie.

"Why did you save Trixie?" the former showmare asked.

"The same reason you saved us." Sweetie Belle said.

"You were helping your friends." Apple Bloom added.

"And that's what we're gonna do." Scootaloo finished.

"You want to be Trixie's friends?" the unicorn asked in disbelief.

The three fillies nodded in assurance. Trixie smiled before another henchpony tried to attack the fillies. The former showmare gave the henchpony a quick blast of magic from her horn and he crumpled to the ground. Then she fought alongside the Cutie Mark Crusaders. The three fillies teamed together and brought down a number of henchponies. Gilda used her tremendous strength to fight while Trixie's magic proved to be just as powerful as it was flashy. Even Angel Bunny had returned and helped fight off the henchponies. When the remaining few henchponies realized that they would lose they ran off. Gilda and Trixie gave the fillies disapproving glances.

"We told you to run." Gilda said.

"We were trying to protect you." Trixie agreed.

The three fillies sadly looked down towards the ground.

"But you did save us." Gilda said as a grin grew on her face.

"So we shall just pretend that this never happened." Trixie said with a smile.

The Cutie Mark Crusaders smiled at this. Though their happy expressions turned to frowns when they remembered what was happening with their sisters. Trixie seemed to recognize their despair so she did the first thing that she could think of.

"Would you like to hear a story from Trixie?" the former showmare asked.

The young ponies nodded eagerly. They sat down and stared at Trixie with smiles on their faces.

"Trixie shall tell you about the time when she saved Canterlot from a parasprite invasion." the former showmare said.

As Trixie told her story the three fillies hung on her every word. Angel seemed to be listening to the unicorn's tale. Even Gilda who had little knowledge of magic and even less interest in it was listening intently. Trixie smiled a bit as she told her story. The troubled minds of the six were eased as they listened to the former showmare. Somehow they were able to forget about what was happening back at the tower. Trixie's story was keeping them enthralled. When Trixie finished her story the Cutie Mark Crusaders practically begged for another one. The former showmare couldn't see the harm in it so she obliged. She told her stories and she was touched by how interested the young ponies were.


	14. Chapter 14: Defeating the Dragon

**Chapter 14: Defeating the Dragon**

Back at the base of the Mane-iac the Power Ponies were desperately trying to fight the monstrous dragon that used to be their friend Spike. The Mane-iac grinned evilly as her powerful servant fought against the six superpowered ponies without showing any mercy. The Power Ponies did not want to fight him but they knew that just like with their previous battles, this was unavoidable. If they wanted to get their friend back they would need to defeat him before they could have a chance at talking any sense into him.

Rainbow Dash used her lightning bolt charm to attack Spike with thunder. The dragon growled and smacked Rainbow Dash away with his massive claws. The rainbow maned pegasus spiraled down to the ground. She got back up and tried to fight again.

Pinkie Pie used her extremely fast speeds to confuse Spike. The dragon roared in anger as he tried to catch the pink pony. Pinkie Pie didn't let him get a chance to hurt her. Finally Spike smashed his fist on the ground causing Pinkie Pie to lose her balance and crash.

Applejack used her lasso to try and prevent Spike from using his claws. However the ferocious dragon quickly broke free of the cowgirl's weapon and he attacked her. Applejack hit the ground with a thud. The attack from Spike hurt her badly. She got back up and tried to think of a way to defeat the monster that had been her friend.

Fluttershy had been cowering in fear the entire time. The timid yellow pegasus did not want to fight Spike at all. She did not want to use her powers because she didn't want to hurt her friend. She watched as her friends were beaten by the rampaging dragon and she felt like there was nothing she could do to help.

Twilight Sparkle used her powers to do everything that she could. It hurt to have to fight the dragon that stood before her. Spike had been the closest thing to a friend that Twilight Sparkle had before she came to Ponyville. She had hatched him from the egg and from that day the purple dragon was closer to her than anypony that she ever met. The purple alicorn's attacks had very little effect on Spike. He roared in frustration as he struck back.

Rarity used her powers to try and trap Spike in a cage. However the furious dragon quickly broke free of his prison and roared. Rarity desperately tried to escape from his wrath. She couldn't keep Spike trapped no matter how hard she tried. Spike was too powerful for them to defeat.

The Power Ponies regrouped and tried to think of a plan.

"What are we gonna do?" Rainbow Dash demanded.

"We have ta win this." Applejack said while Pinkie Pie nodded in agreement.

"But we can't hurt him." Fluttershy said.

"What are we supposed to do?" Rarity asked.

Twilight Sparkle had no clue about how they could defeat this new monstrous version of Spike. The dragon seemed to be immune to every single attack that they threw at him. They glanced at the Mane-iac who was watching with a grin on her face. Her horn wasn't glowing so fighting her would not help matters since she wasn't casting any magic. The purple alicorn didn't have a plan in her head. It looked like everything was lost.

"We just have to keep trying." she said determinedly. "It's not going to be easy but we have to do this. We can't help Spike. He won't listen to us."

The other Power Ponies didn't know what to say. Could they have a chance at finding the good in Spike? Was there any good left in him or had the Mane-iac corrupted him to the point where he couldn't be saved? The group of six refused to believe that saving Spike was a lost cause. They would not give up on helping their friend find who he is.

Spike roared at the Power Ponies as they resumed the fight. No matter what attacks they used they couldn't even do a bit of harm towards Spike. The ferocious dragon was just too large and too powerful to be beaten. The group of six tried everything they could but all of their efforts were in vain.

"So the mighty Power Ponies have fallen." the Mane-iac said with an evil laugh. "It looks like this little dragon isn't worthless after all."

"Spike was never worthless." Twilight Sparkle exclaimed.

"Yeah he's always been there for us." Rainbow Dash agreed.

"He always helps his friends." Pinkie Pie insisted.

"Ya turned him inta this." Applejack growled.

"Spike is our friend." Fluttershy whispered.

"Some friend he is!" the Mane-iac replied. "Right now he's trying to destroy you for me. Is that what friends do here in Equestria? Quite different from Maretropolis."

The Power Ponies kept up their fight as they tried to talk some sense into the ferocious dragon that had been their friend for so long.

"Come on Spike snap out of it." Rainbow Dash yelled.

"We don't want ta hurt ya Spike." Applejack said.

"We wanna help you." Pinkie Pie exclaimed.

"We want the dragon that had been our friend." Rarity insisted.

"Spike please stop fighting." Fluttershy begged desperately.

"Please Spike!" Twilight Sparkle pleaded. "Is this how my number one assistant acts?"

Spike's eyes widened a bit at this statement. It seemed like Twilight Sparkle had finally broken through the armor of anger that surrounded the dragon. She was on the right track. She just needed to keep speaking to the heart of her friend. The friend that was buried deep below the angry dragon that faced them. The rest of the Power Ponies joined the purple alicorn as they desperately tried to get their friend back.

"Don't listen to them!" the Mane-iac shouted at the dragon. "You belong to me now!"

"Spike come on man!" Rainbow Dash shouted.

"This isn't you." Pinkie Pie pleaded.

"Ah thought our friend was better than this." Applejack said.

"Please Spike can we stop fighting?" Fluttershy asked. The timid yellow pegasus still hadn't used her super powers. She refused to use them against her friend.

"Spike please listen to us!" Rarity begged.

"Listen to your friends." Twilight Sparkle pleaded. "The Mane-iac isn't going to give you any power."

"How pathetic." the villainess said. "Friendship was always such a sickening thing. Why bother with friends when you can have servants?"

Fluttershy's eyes narrowed in anger at this statement.

"What did you say?" she asked quietly as she glared at the Mane-iac.

"Friendship is meaningless." the Mane-iac insisted. "Such a weak and pathetic thought."

"How dare you?" Fluttershy growled. Her eyes turned red and she began to grow in size. She may not have wanted to hurt Spike but the Mane-iac was definitely getting on her nerves. Fluttershy continued to grow as her costume ripped in places and the neckerchief and bracelets broke away. She had turned into a monstrous pony and she began to attack the Mane-iac who shrieked and ran from the furious pegasus. Fluttershy gave chase as the other ponies tried to talk to Spike.

The dragon quickly moved towards Fluttershy in an attempt to save the Mane-iac. However the other ponies weren't about to let him save the villainess. With a roar Spike ripped a tree from the ground and tossed it at the Power Ponies. The tree hit the group of six and pinned them all to the ground. The Mane-iac grinned at what she was seeing.

"Good work my servant." she said. "Now finish them and Equestria will be all mine!" The Mane-iac let out a laugh as Spike moved closer towards the six fallen ponies who couldn't move the tree off of themselves. Fluttershy had shrunk back down to her normal size and the six ponies were now completely defenseless.

"Finish them now!" the Mane-iac demanded.

The dragon was about to comply when he looked at the fallen Power Ponies. Memories started to form in the dragon's mind. Memories of good times that he had had with them. His eyes started to change back to their normal color. The Mane-iac was not pleased by this.

"What are you doing you useless dragon?" she shrieked. "Destroy them!"

Spike roared and his claw came crashing down. He crushed the Mane-iac's tower effortlessly much to her surprise. After this he lifted the tree off of the Power Ponies and placed it off to the side. Then the dragon's eyes changed back to their normal green color and he shrank back to his normal size. The dark purple scales of his body lightened while his underbelly and the scales on his head turned back from gold to green. The young dragon finally regained his usual size and shape. Spike was finally back to normal much to the relief of his friends. The six ponies got up and hugged the dragon.

"No!" the Mane-iac screamed.

Soon enough the group was joined by their other friends Gilda, Trixie, Angel, and the Cutie Mark Crusaders were stunned when they saw that Spike was no longer a monster. They cheered for the return of their friend. All twelve of the friends were so busy rejoicing that they didn't notice the Mane-iac's horn glowing. All of a sudden a blast of magic shot from it and it hit Rainbow Dash in the chest. The light blue pegasus pony was sent high into the sky and then she began to fall back down. The Mane-iac laughed and teleported away. The others watched as Rainbow Dash's body fell into a small lake and sank to the bottom.


	15. Chapter 15: Facing One's Fears

**Chapter 15: Facing One's Fears**

Time seemed to freeze for everypony that was watching the scene. Gilda in particular was stunned. The griffon wasn't even aware of the shouts that were being made by the other ponies. She was only aware of watching Rainbow Dash's body fly high into the sky and then crash into the lake. The pegasus sank slowly to the depths of the water. She was knocked unconscious by the Mane-iac's spell. Gilda couldn't believe that her friend had just been attacked like that. She couldn't believe that Rainbow Dash was in such danger. Without even pausing to think she acted.

In the time that it took for her to act, Gilda forgot many things. She forgot about all of the others that were near her. She forgot about the Mane-iac and how she had escaped from them. She forgot that she couldn't swim one bit. Gilda had forgotten that she hated water with a passion and she avoided it whenever possible. She forgot about how she feared going into water. Gilda had only one single thought filling her mind and it was of her best friend Rainbow Dash. The brown and white feathered griffon was only conscious about rescuing her closest friend before it was too late to save her. Gilda jumped into the air and dove right into the lake. She let her momentum carry her down to the bottom of the water as she looked for her friend.

Gilda's golden yellow eagle eyes searched the lake rapidly. She was desperately looking for any sign of her rainbow maned pegasus friend in the dark water of the lake. Rainbow Dash had to be there somewhere. Gilda needed to find her. She didn't know what she'd do with her life if she couldn't find Rainbow Dash. Gilda didn't even allow the thought of Rainbow Dash not surviving to be finished in her head. Rainbow Dash _would _survive. Gilda was going to make absolute sure of that if it was the last thing she ever did.

_Come on._ she thought._ Come on Dash. Where are ya? I can't lose ya. Not after everything that we've been through together. Not after I realized how much I need ya with me._

The brown and white griffon kept looking for her best friend. Suddenly she saw a small shiny object at the bottom of the lake. It was the lightning bolt pendant that Rainbow Dash was wearing around her neck. Gilda swam towards it as fast as she could. All she could do was kick her legs and flap her wings in the hopes that she'd make it. She quickly scooped up Rainbow Dash in her forelegs and held her tightly. The pegasus still had a pulse but Gilda needed to get her out of the lake and quickly. She didn't know how much time she had. All Gilda knew was that she couldn't afford to waste even a single second.

The griffon kicked her hind legs and flapped her wings as hard as she could. She needed to reach the surface. Gilda didn't even care that she was putting her own life at risk. The griffon was only concerned about saving her best friend Rainbow Dash. She kept kicking her legs as hard as she could. She felt her muscles flare in pain but she kept going. Her legs were on fire and it was like they were screaming at her to stop. Gilda refused to stop moving for even a few seconds. She needed to make it to the surface. Once Rainbow Dash was safe then she could rest. Gilda felt her lungs run short of oxygen. She needed to breathe. The surface was right there. She was so close.

And then Gilda's head breached the surface of the lake. The griffon breathed deeply as she swam to the edge of the body of water and placed Rainbow Dash on the ground. Gilda was on all fours but then she checked on Rainbow Dash. The pegasus had a pulse but she wasn't breathing. The griffon forced the pony's mouth open and then she breathed air into her best friend's mouth.

"Come on Dash." Gilda said as she pressed down on her best friend's chest. "I can't lose ya again."

She gave Rainbow Dash another breath of air. She needed her best friend to pull through this.

"Please Dash." Gilda begged. Her face was wet from the lake so nopony would notice her tears. "Don't die on me. Come on Dash!"

She pressed down on the pegasus' chest again and Rainbow Dash coughed up a stream of water. She took huge breaths and gazed around looking extremely confused.

"What happened?" she asked. "G. Why are you so wet?"

Gilda flung her forelegs around her best friend.

"You're alive!" she yelled. "You're alive!"

Rainbow Dash returned the hug as she realized what had happened.

"G did you jump into the lake to save me?" she asked.

Gilda nodded silently as she kept hugging the pegasus.

"But you _hate _water!" Rainbow Dash said in disbelief.

"I couldn't lose ya Dash." Gilda said. "I lost ya once already. I can't lose ya again."

"Thanks G." Rainbow Dash said. "You saved my life."

The two friends hugged each other tightly. Rainbow Dash realized how great of a friend Gilda was. The griffon had just faced one of her greatest fears for Rainbow Dash. Gilda had risked her own life to save the pegasus. Gilda really was Rainbow Dash's best friend.

"G." Rainbow Dash said. "You're a really awesome friend. Ya know that?"

"Thanks Dash." Gilda replied. "But you're way more awesome."

"Glad ya finally figured that out." Rainbow Dash said playfully as she rubbed the top of Gilda's head with her hoof. The griffon laughed with her best friend as they got up and hugged each other. Twilight Sparkle used her magic to dry them off and the group of thirteen headed back to Ponyville. Finally the nightmare was over. The Mane-iac may have escaped but the Power Ponies had saved their friends. They knew that if the Mane-iac were to ever return they would be able to defeat her once and for all.


	16. Chapter 16: Costumes and a Choice

**Chapter 16: Costumes and a Choice**

The group of thirteen made it back to Ponyville and they were welcomed with thunderous cheers. It seemed like everypony in town had heard about what they were doing. Every single pony was cheering loudly for them as they made their way out of the forest. Within minutes they were at SugarCube Corner and a party was in full swing. The townsponies were celebrating the return of their friends. Everypony was laughing, talking, and having a great time.

The party went on well into the night. Nopony wanted to leave. While the Power Ponies understood their feelings, all six of them were extremely tired. They had one last drink of cider and they left along with their friends. Twilight Sparkle told the rest of the Power Ponies that they needed to talk about something important. The group of six and Spike went to the purple alicorn's castle and they sat down and waited for the princess to speak.

"Okay everypony." Twilight Sparkle began. "We need to decide about what we should do with these costumes."

They argued about whether or not they should keep their super powers. On one hoof it was dangerous to leave them in the open. But on the other hoof they would need them if the Mane-iac ever came back. It was a difficult decision for the six ponies.

"What do you think Spike?" Twilight Sparkle asked.

The dragon's eyes widened. Why did they care what he thought? He didn't have any super powers. He was just the sidekick of the Power Ponies. The young dragon looked down and refused to answer.

"Come on Spike." Rainbow Dash said.

"You're still a hero." Pinkie Pie told him.

"Ya deserve ta have a say in this." Applejack agreed.

"Like you said. You don't need super powers to be a super friend." Rarity said.

"We still think you're a hero." Fluttershy said.

"But I didn't even help you guys." Spike said quietly. "I tried to hurt you. I'm no hero."

"Spike you saved us from yourself and the Mane-iac." Twilight Sparkle said seriously. "If that doesn't make you a hero then I don't know what would."

Spike's head perked up a bit. Did Twilight Sparkle really mean that. The purple alicorn started to smile at him as she spoke in a gentle voice..

"Close your eyes." Twilight Sparkle said.

Spike closed his green eyes and wondered what was going to happen. All of a sudden he felt something being wrapped around his neck. He kept his eyes closed despite how badly he wanted to open them. He felt something get placed over his eyes while another object got wrapped around his waist. Other soft objects were being pulled over his hands and feet. Spike had no clue what was going on.

"Open your eyes Spike." Twilight Sparkle's voice said.

Spike opened his eyes and they widened in shock. He was staring into a mirror and his reflection was wearing his superhero costume. The red cape flowed behind him as he gazed at the rest of his outfit. Twilight Sparkle had given him the outfit he wore when he had been Hum Drum.

"What do ya think Spike?" Rainbow Dash asked.

"What's a hero without a cape?" Pinkie Pie asked.

"Y'all are a hero just like us." Applejack told him.

"And you deserve to have a say in this decision." Rarity said.

"You're a really great friend Spike." Fluttershy said with a small smile.

"You're always our friend and you're always a hero." Twilight Sparkle told him.

Spike's eyes widened. His friends still liked him and they thought of him as a hero. They didn't think that he was useless despite not having any powers at all. They wanted to include him. Now he had to decide. Should they keep their costumes and powers or should they get rid of them.

"I say we keep them." Spike said much to the agreement of the others.

They all agreed that they could hold on to their costumes but their powers should only be used when they were absolutely necessary. If the Mane-iac returned she'd see just how powerful the magic of friendship was. The villainess would learn that even without super powers somepony could always be a superhero.

As the group of seven headed off to bed, a lone pony hid inside the forest and laughed to herself.

"Those fools." the Mane-iac said. "They may have won this round but they haven't beaten the Mane-iac yet. Isn't that right Dark Spike?"

"Yes. Master." a voice replied.

The Mane-iac grinned down at the small dragon. She had used her magic to make Spike evil and before she used him against the Power Ponies she had created a clone of him just in case. This clone of Spike would never abandon his evil intentions. The two villains laughed as they left Ponyville to plan out their next strategy.

**The End!**

**Author's Note:**

Thank you for reading this story. I hope you guys enjoyed it because I liked writing it. However I think that I started to lose my touch a bit as the story went on. While I don't hate this story I think I could have done a much better job with it. Unfortunately I just couldn't think of any ways to make it better. I truly hope you enjoyed this and I hope you are looking forwards the the sequel. Reviews are appreciated as always. Thanks for reading.


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